You're Amazing, Charlie Brown
by Tiger lover 16
Summary: High School senior Charlie Brown goes from zero to hero when a bite from a genetically enhanced spider grants him amazing super powers. After a mistake costs the life of his father, Charlie Brown vows to protect New York City as The Amazing Spider Man!
1. Prologue: Birth of a hero

**Tiger lover 16: Ok, here I am with another a story. Now this was an idea I've had for a while but didn't think I could pull off. You see I've always been a huge fan of Spider Man, and I saw a picture of Charlie Brown wearing the costume on the internet somewhere and I thought "Why doesn't somebody write a story about that?". Let me make one thing clear, my focus right now is on "It's the Philosophers Stone, Charlie Brown" The only reason that hasn't been updated being I'm having trouble writing certain parts of the next chapter. I will post this chapter as sort of a preview, if you like it please review and tell me or I might just discontinue this story. I might put it up for adoption if I can't find time to write it, but I just wanted to give it a try, hope it came out alright. If people do like this story then I'll focus the next chapter on Charlie Brown discovering the extent ofhis powers and learning the meaning of that age old saying, then the chapter after that will probably introduce the first super villain. The story will feature a mix of characters from both Peanuts and Spider Man, some villains will be reimagined as Peanuts, such as Vulture and Chameleon, while others like Doctor Octopus and the Lizard will retain their comic book identities. The story is also set in it's own unique universe, certain events from Peanuts will be referenced, but there'll be many changes for purpose of plot, and because the characters are teenagers. I hope you like it, continue.**

* * *

**Prologue: Birth of a Hero**

New York City. Perhaps the most well-known city in the United States, and one of the largest. Sporting such famous landmarks as the Empire State building and the statue of liberty, many viewed this city as a metropolis. Clearly none of those people had ever been to New York themselves.

Don't get me wrong, it wasn't a mess or anything. Well, it was, because the city was full of crime. Though they say the city had cleaned up a lot on crime since the destruction of the twin towers on 9/11, nowadays it was still not uncommon to suddenly find your wallet missing or to be mugged when going down an alley, even in the daytime. Heck, if you kept your eyes peeled you would notice the police chasing a car full of masked gunmen shooting wildly at anything nearby.

The rise in crime in recent years was often thought to be a result of a man known solely as the Kingpin. A supposed crime lord who run the whole criminal underworld in New York, and according to some reports even run a worldwide criminal empire. The police had never been able to prove that such a man existed, but whenever a serious crime occured, people always thought it was his doing. Could a man really exist who could turn a whole city into crime-central?

Of course the police fought valiantly to keep the city safe, in fact since George Stacy was named a captain the level of crime seemed to have dropped ever so slightly, or at least it had stopped rising. But as the good captain told the press just last Saturday "It'll be a long time before we make any real impact, but we've got a lot of fine men and women on the force that're giving their all to keep the city clean. And I promise you all, I will not rest until our city is safe for everyone"

But no matter what the police did to stop crime, the sad fact was they couldn't do it alone. They wouldn't admit it, the people of the city needed some hope, but with all the crime that was going on at this moment, they couldn't control it. What this city needed was someone who could go further, do things the police couldn't in order to catch the criminals. The city needed someone strong, someone persistant, someone who could handle anything that was thrown at him. New York needed a guardian, it needed...

A Hero.

* * *

The sun rose slowly into the air on the morning of October 14. Light crept through the curtains of the houses of Pinetree Corners, a neighbourhood located near Forest Hills in Queens, New York. All over the neighbourhood, the students of Mid Town High awoke to the annoying buzzing of their alarm clocks. Well... almost all of them.

Charlie Brown had forgotten to set his alarm clock the previous night, and thus he just lay there in his bed, content in some rare pleasant dreams. He just slept away for a good twenty minutes after he was meant to awaken. Under normal circumstances the Brown parents would have gone to wake him up. But today they were beaten to it by Charlie's sister, Sally.

"RISE AND SHINE, IT'S REALITY TIME!" Sally announced in a voice so loud it made Charlie Brown leap up out of his bed, hit his head against the ceiling and then fall face first onto the floor.

"So how was that for a wake-up call, I even made it rhyme" Sally commented proudly on her shouting.

"Good grief" Charlie Brown groaned.

Satisfied with her brother's state of consciousness Sally skipped out of the room, leaving Charlie Brown to force himself up to his feet.

"What time is it?" Charlie Brown thought, stiffling a huge yawn. When he saw he was already twenty five minutes late waking up Charlie Brown's eyes widened in fright and, forgetting how tired he was, the round headed boy sprinted across the room, stuffing his school books and other equipment into his backpack and getting dressed in his usual yellow zigzag t-shirt and black jeans.

It was 8:15 when Charlie Brown was finished preparing for the day. The school bus was due in another fifteen minutes, meaning he would have hardly any time for breakfast. He cursed his luck, and despite the shock it gave him he was really grateful Sally had come to wake him, he couldn't afford to be late today.

Today Charlie Brown's class was due to go on an important field trip. Charlie Brown thought it seemed a bit odd, considering school had just started the previous month, to be going on a field trip already, but he wasn't one to complain. His class had just been assigned to write an essay on Agate industries, a large company based in New York which made weapons, performance enhancers and a wide range of high tech gadgets, mostly for use by the government. Thus, to give the students a better idea of what they were writing about, the school board had arranged for the class to go on a day trip to the company. They were to arrive at a fortuitous time, since Agate industries would be demonstrating some of it's latest projects to the public today.

Charlie Brown was never much interested in science, it wasn't one of his better subjects and his desk was located right in font of those used by Violet and Patty, the most popular and snobbish girls in the whole school, who's greatest pleasure in life was ridiculing Charlie Brown.

On top of that he didn't much like the thought of visiting Agate industries, the reason being that it's owners son, Joe Agate, was a bully at Mid Town High. A bully that had held a grudge against Charlie Brown since he beat him at a game of marbles, one of his very few victories in life. Joe's father Alexander Agate was a strict business man who got by in life by crushing his competition. Considering many of the people who got in his way had an unfortunate habit of vanishing off the face of the earth, it was unsurprising that many people feared him, and the police kept a close watch on him. Charlie Brown hoped Joe Agate hadn't told his father about the marbles game, he didn't want to find out whether that would be enough to merit his disappearing, and most likely his death.

Charlie Brown knew he would have to go on the field trip anyway, he couldn't afford to fail his essay. But he still had his concerns over the whole thing. However, most of those concerns where currently being pushed to the back of his mind in Charlie Brown's rush to eat breakfast.

Before Charlie Brown arrived in the kitchen, his father Richard Brown had been reading the days issue of the popular newspaper, the Daily Bugle, the headlines and first twenty pages of which detailed a recent battle between the super hero Iron Man and a giant dragon called Fin Fang Foom. Weird name I know, but I didn't come up with it.

"Well, once again the Invinsible Iron Man has saved the world" Richard Brown began pleasantly, though he had a distasteful look as he continued "Meanwhile, here in New York there are still thugs robbing banks, stealing cars and mugging little old ladies"

"In other words, life goes on" Supplied Charlotte Brown, Charlie and Sally's loving mother and Richard's devoted wife, who was currently in the middle of washing dishes.

"Exactly. You know, I appreciate everything super heroes do to keep us safe, but in the long run, defeating a few world threatening super villains isn't enough. These people have been bestowed great powers, and like I always say, with great power comes great responsibility" Richard said knowingly. Mrs Brown chuckled lightly, Richard did indeed say that phrase a lot. It was his favourite saying, he would fit it into almost every conversation he had with people. It was his firm belief that if you have a telent, you should always use it for the betterment of mankind.

"So what do you suggest they do?" Charlotte asked, storing a few plates into the cupboard as she did so.

"Well, I'm just saying that while Iron Man's battling the Mandarin, the Fantastic Four are off confronting Doctor Doom in Latveria and Captain America's battling the newly revived Red Skull, none of the heroes seem very focused on tackling common crime. I'm just wondering, where are all the neighbourhood heroes helping keep our streets clean of crooks and robbers. I appreciate that there are plenty of super villains running amok, keeping the heroes busy, but at least one of them could take the time to help us out with local crime, which New York is bursting with at the moment" Richard explained seriously.

"I agree with you dear, but there's nothing we can do about it. We're not super heroes. We just have to rely on the police" Charlotte said with a sigh.

"They heaven't been quite as effective since you quit the force" Richard said with a frown. Charlotte threw him a stern look and scanned around to make sure her children weren't listening. She didn't like to talk to them about her life as a police woman, for many reasons.

"They're better off now that pompous swine Ricky Anderson got the boot. George Stacy was always a top-notch officer, his devotion to his job is rivaled only by his devotion to his daughter Peggy. And Jean Dewolffe is still around, together they'll help shape things up" Charlotte said firmly.

"But they won't go too far towards solving the problem, will they?" RIchard responded, Charlotte had no reply to that.

"Charlotte, I'm sorry, I didn't mean to upset you" Richard said gently, noticing the disheartened look on his wife's face.

"It's not that. It's just... when I think of the world today, crime abundant and super villains running rampant, it makes me worry about Charlie and Sally. If anything were ever to happen to them..." Charlotte stopped herself there, she didn't want to think about that.

Richard sighed, standing up and patting Charlotte's shoulder comfortingly. He looked once more at the newspaper lying on the table, this truly was a dangerous world to grow up in. He often worried about his children's safety aswell. While he knew neither Charlie or Sally would ever even think about getting themselves involved in crime, there was still the threat of them being stabbed by a mugger, or murdered by some maniac. There was no way to assure that something terrible wasn't going to happen to one of them. If these super heroes really cared about saving people, then at least one of them should try to straighten out this city.

Charlie Brown scrambled down the stairs and into the kitchen the next moment.

"Good morning Charlie" The Brown parents greeted simultaniously.

"Good morning mom, good morning dad" Charlie Brown said quickly, he was about to hurriedly pour himself a bowl of cereal before noticing the plate of toast on the table "Thanks mom"

"You're welcome Charlie. Actually I'd made pancakes earlier for you, but they just disappeared off your plate a few minutes ago" Charlotte said thoughtfully. The family's dog Snoopy, who had just entered the kitchen carrying a suitcase and dressed in his lawyers hat, jumped in surprise.

_"Wait, those were his pancakes? Oops"_ Snoopy thought awkwardly, anxiously rubbing maple syrup off his mouth before anyone noticed.

Charlie Brown sat down only for a minute to eat his breakfast, knowing time was of the essence. Richard Brown also retook his seat.

"Good thing you woke up when you did, wouldn't want to miss the big trip, would you?" Richard asked his son cheerfully.

"No" Charlie Brown replied simply, thinking it would be fine as long as he didn't meet mr Agate.

"I'll make Snoopy his breakfast today Charlie, you just go and enjoy yourself" Charlotte said, Charlie Brown heaved a huge sigh of relief.

"Thank you mom. I don't know what I'd do without you and dad" Charlie Brown said sincerely.

"Well, not long now and you'll have to figure it out. Seventeen now, and in senior year, boy how time flies" Richard lamented, then quickly adding "We'll always be here to support you though"

Charlie Brown smiled up at his father before biting into his second slice of toast. He knew he was lucky to have parents like Richard and Charlotte. Whereas so many other people in his life could be unsupportive and in some cases downright cruel, his parents always provided non-stop love and support, they were always there for him when he needed them and gave better advice than a certain "Licensed psychiatrist" He knew.

"By the way, you're going to Agate Industries right? It just so happens that my old college roommate is a scientist working there" Richard said, having only just remembered such now and wondering why he hadn't mentioned it before.

"Really? Who is it?" Charlie Brown asked curiously.

"Dr Nels Van Adder. Great man, Nels. If you see him, tell him Charlotte and I said hi. He has blond hair and always wears a red shirt under his labcoat" Richard explained.

"Ok dad" Charlie Brown replied. He didn't normally meet many of his parents friends, his mother's old friends were never really mentioned and most of Richard's childhood friends had moved away. Charlie supposed it might be nice to meet this Nels Van Adder, he'd feel safer knowing someone at Agate Industries could possibly like him.

Charlie Brown finished his toast and noticed the time on the kitchen clock. 8:25. Good grief, only five minutes to go.

"I really need to go, I'm sorry" Charlie Brown said, wishing he'd had more time to sit down and talk with his parents like he usually did.

"It's fine Charlie, you go along and enjoy yourself. And watch out for trouble" Richard emphasised that last part. Charlie Brown nodded, gave his mother a quick hug, clapped hands with his father, patted Snoopy on the head _("Don't they know how painful this is?"_) And ran to the front door, where Sally was already waiting impateiently, fully dressed and her bagpack a bit less packed than Charlie Brown's. She wasn't really concerned with her education.

Fortunately for the Brown siblings the bus stop was only a four minute walk from their house. When they arrived they noticed they weren't the only ones there, their friends Linus, Peppermint Patty and Marcie had already arrived.

Charlie Brown smiled when he saw his three closest friends. Out of the three of them, he probably had the best friendship with Linus. Though Linus was a year younger than Charlie Brown, he was many years wiser. As well as being a straight A student (He'd been bumped up a year when still in middle school) Linus always gave good advice, was extremely thoughtful and comforting, and an all around nice guy too. _Heck, he'd have to be, _Charlie Brown though, if he could put up with having the worlds biggest blockhead for a friend. Sally had also had a HUGE crush on Linus since they were practically in diapers, and when she saw him she immediately skipped up to his side and placed her head on his shoulder. Linus looked deeply embarrased, but had learned by now it wasn't worth the effort of shoving her away.

Charlie Brown suppressed a chuckle at his sister's display of affection for his best friend and turned to Peppermint Patty and Marcie. It was a funny thing, his whole life he'd been terrible around girls, yet Patty and Marcie were some of his dearest friends. They each had their own little nickname for him, the formal "Charles" From Marcie, and Peppermint Patty's informal "Chuck". The two girls were the best of frends, you hardly ever saw one without the other. Charlie Brown's stomach lurched as he thought about some of the things people at school said about the girls, very rude and inappropriate things. Sally on the other hand seemed convinced they were both madly in love with her brother, to the point that she would refer to them sometimes as Charlie Brown's weird girlfriends, and yelled at him to kiss one of them during tender moments. Charlie Brown simply couldn't believe that any girl could like him, let alone two.

Peppermint Patty was probably the complete opposite of Charlie Brown, whereas the round headed boy was meek, shy, lacked confidence and was useless at sports, and most other thing, Peppermint Patty was outgoing, brave, brimming with determination and confidence and was an expert at any sport she played. And she played a lot of sports, she was captain of the school's baseball and football teams, she played tennis and basketball, and was an accomplished ice skater. Despite all her talk about how her huge nose and "Mousy blah" hair made her look ugly, when she skated around the ice rink in her lovely silk dress, Charlie Brown always found that he couldn't take his eyes off her.

Marcie was a very sweet and friendly glasses-wearing girl. As opposed to Peppermint Patty, who was famous for her D- average, Marcie was one of the smartest people Charlie Brown knew. It was impossible to tell whether her or Linus were the school's top pupil, so they agreed to share the position. Marcie wasn't much for sports, and despite her smarts she could be pretty naive (She ate easter eggs with the shell still on) but she was a loyal friend, Charlie Brown was glad to know her.

Charlie Brown was delighted to have such great friends as he did, but sometimes he didn't feel like he deserved a place in their group. Though they all had their quirks, they were each great people with lots of talent. And who was he? He was Charlie Brown, blockhead extrordinaire, the worlds number one failure face. As if the fact that he could never succeed at anything wasn't enough to get poor Charlie down there was also the fact that everyone at school hated him. They all say what a loser he was and treated him like an outcast, like a joke. It seemed they all thought the world would be better off without him. And Charlie Brown silently agreed, they were all probably right.

"Morning Chuck, morning Sal! How you doing?" Peppermint Patty asked, giving Charlie Brown an unintentionally painful bump on the shoulder.

"Alright" Charlie Brown winced, clutching the spot Peppermint Patty had bumped with her fist.

"Excited about the field trip today Charles?" Marcie asked enthusiastically. She definitely was excited, she had been anticipating this trip since it was first announced. She loved learning, a fact that Peppermint Patty attributed to her being weird.

"I guess it'll be alright, so long as I live to talk about it" Charlie Brown replied nervously.

"Don't worry Charlie Brown, I'm sure there'll be enough police patrolling the area to assure you don't "disappear"" Linus said pleasantly. He frowned slightly as Sally rubbed her head on his shoulder.

"Isn't he the cutest thing?" Sally asked, more to herself than any of her friends.

"Sally, would you please take your head off my shoulder. It was alright when we were little kids, but I just don't like you fawning over me" Linus said as politely as he could.

"Aww, but I really like you Linus" Sally said with puppy dog eyes, Linus began to sweat nervously "You're my sweet baboo"

"I'm NOT your sweet Baboo!" Linus screamed, all gentlemanly-sense forgotten. Sally looked taken aback for a moment, but then smiled and rubbed her cheek into his neck. Linus blushed, sighed in defeat and pulled out his security blanket, which he rubbed against the other side of his face. Even at sixteen Linus was not completely cured of his dependency on that blanket, which was now very worn and had been patched up dozens of times. Lucy still threw a fit when she saw him carrying it.

"By the way, where is Lucy?" Charlie Brown asked, only just now realizing her absence.

"She decided to drive to school today" Linus replied, rolloing his eyes "I'm certain the only reason she got her license was because she threatened the driving examiner"

Everyone had a good chortle at Linus' remark, it was common knowledge that Lucy was the most dangerous learner driver since Spongebob Squarepants. She had gotten a bit better since she'd received her license, but it was still safer to use public transportation than hitch a ride with her.

"I just hope she steers clear of the orphanage" Marcie said, concern etched in her voice.

Normally in the mornings Charlie Brown would have struck up a longer conversation with his friends at the bus stop, but the bus was just arriving now, so he thought he could just do so on the ride to school and then to Agate Industries.

Charlie Brown stepped aside to allow his friends to hop aboard the school bus first, he was about to get on before he noticed his shoes were untied. Knowing how likely he was to trip over and cut his forehead open, Charlie Brown asked the bus driver to wait a moment while he tied his laces. When he was done he straightened up and prepared to step onto the bus, but the doors had already shut and the school bus was driving away.

Charlie Brown stared blankly after the bus, when it was about twenty feet away he let out a shocked exclaimation and ran after it.

"HEY, WAIT UP! You forgot me!" Charlie Brown screamed urgently, his friends stared sympathetically out the back window and Peppermint Patty went to have a word with the driver, while everyone else on board just pointed out the window and laughed.

* * *

Alexander Agate sat back in the chair at his desk, a bottle of wisky in his hand. Today had been a good day for him, he'd seized control of five smaller companies, yelled at a record of twenty people in one hour and best of all, according to all charts, his company was now making just as much money as Stark Industries. That wasn't enough for him of course, Alexander would not rest until Agate Industries was the number one business in the world. But hey, at least now nobody would be able to say they were just second best.

There was a knock on the door.

"Come in!" Agate yelled, thinking that it better not be bad news. If it was, Alexander would assure whoever it was would pay for ruining his good mood.

The door opened, and two men in labcoats entered the room. The man with blond hair was Nels Van Adder, head of the genetic research devision and forerunner of the super soldier project the company was working on.

The other man was the companies top inventor, dr Otto Octavius. Alexander had given him the nickname of Doctor Octopus, because he always wore a harness on his back with four machanical arms attatched to it. The arms were Otto's most cherished creations, they could survive in conditions that human hands could not and had a million uses. They also had a high artificial intelligence, so much so that Otto had had to invent an inhibitor chip to retain control of them, so that they didn't start influencing him.

"Ah, Van, Otto" Agate said, seeming to welcome them with open arms. But it was with a cold smile and a dangerous voice that he said "Good news?"

The two scientists exchanged grim looks. This was not really good news for their employer, and when he heard it they expected him to throw a fit. It was about a certain serum called the Oz formula, which Van Adder had been working on for two years, since the day dr Mendell Stromm was arrested for embezzling funds. It was really only he that needed to present the news to Alexander, but Otto had been generous enough to come with him, keep Nels safe if things turned nasty.

"Well, sir-" Nels began, quaking under the gaze of his employer. Agate grinned wickedly, oh how he loved the way they all feared him, oh how he loved watching inferior beings squirm "It's about... it's about the Oz formula, sir"

"Not having trouble with the spiders, are we?" Alexander asked.

"No sir, all's well with the spiders-"

"Then what's the problem?" Agate demanded, banging his fist on his desk. Nels gulped, and Otto placed a machanical hand to his shoulder in comfort. Nels wasn't sure how four claws at the end of a metallic tentacle were meant to be, but it did calm him down a little.

"We've been doing some calculations and theoretical tests" Nels replied, taking a moment to catch his breath "And while Oz has demonstrated extreme physical improvement in the spiders... well, we've determined that our current serum is not safe for human testing. Rather than create super soldiers, we believe the formula would... we think it might drive a person insane and turn them into... well, we're not quite sure what it would turn them into, but it certainly wouldn't be human. We're going to-"

Nels cut off at that point, terrified that Agate was going to get up and strangle him. The thought was certainly swimming through the CEO's head.

"We're going to have to go back to formula, completely rework the serum" Otto Octavius finished for his friend. Alexander roared in frustration.

"Oh, that's just perfect! Go all the way back to formula. Two years I've given you, all so you can just start over again" Alexander bemoaned, Nels stared at his feet, fearing his time here at Agate Industries was up "I don't take well to failure, Adder"

"With all due respect sir, it's not entirely his fault" Otto interrupted. He wasn't the bravest man on Earth, but he had worked here long enough that he could handle Agate's temper. And he wasn't likely to get fired, Agate would probably never find anyone who could suitably replace him, so Otto felt free to speak to his employer like he was any other man.

"What are you talking about Otto?" Alexander asked, not at all likeing Otto's tone.

"Van has only been working off the original notes of Dr Stromm, and we only had a portion of those notes anyway, as he took most of them with him after you got him arrested. Only Mendel knows how the formula was supposed to go, and as much a genius Van is it would take great time, skill and luck for anyone to figure out the full formula from what little we have to go on. So I urge you to listen to reason for once in your life, do not blame your own employees for making a perfectly reasonable request to start over" Otto explained.

Alexander sighed, he hated it when Otto made sense.

"Fine. Restart the formula and squish the spiders, they're of no use to us now" Alexander demanded. Nels looked taken aback.

"Squish them?" Van Adder asked meekly. He was a man of morale, he respected all life and always worked to improving conditions for people. That's why he had been working on this super soldier formula, in hopes it would someday be made well available to the public, so that everybody could live a longer, better life. And the Oz spiders were ones he had hatched from their eggs, he didn't want to kill them.

"We'll get right on it" Otto replied calmly. Nels looked flabbergasted at him, and even the machanical arms made a shocked exclamation. Otto caught the saddened look on his friend and colleague and gave him a look that said "Just go with it, I'll explain later"

"Good" Alexander replied, not at all concerned about the lives of the spiders. Why should they matter, they were just insects (No dummy, they're arachnids), they were made to be squashed. And besides, if they were demonstrated to members of the press today at the exhibition, then he would have to admit soon after that his staff were being forced to restart the project. He would not allow his competitors a chance to laugh at the screw up of his underlings.

"Well what are you still doing here, get the f### out of my office" Alexander suddenly spat, the two scientists were more than happy to leave. Agate glared at the door as it closed behind them and took another swig of his wisky. So much for his good day.

* * *

Charlie Brown and friends arrived at the parking lot of Mid Town High. Turns out the bus driver loved causing Charlie Brown grief as much as any of the students, Charlie Brown had run ten blocks to catch up with the school bus before Peppermint Patty managed to "Persuade" The driver to stop the bus and let the guy on. After that, it only took three minutes to reach the school.

"Why does God hate me?" Charlie Brown asked hopelessly.

"Sometimes I wonder how I grew up to be so normal with you around" Sally said thoughtfully.

The group of five joined the rest of their class standing outside the front doors to the school. Five minutes later the class was joined by Aaron Warren, their biology teacher, who would be escorting them on their trip to Agate Industries.

After taking a roll call to make sure everyone who had handed in a permission slip was present, mr Warren cleared his throat and began "Right students, today will we'll be embarcing on what may be the most informative and impotant field trip of your lives. Now I want to make one thing clear to you all before we go, do NOT make fools of yourselves. As students of Mid Town High you represent the entire school on this trip out into the wider community, and I shall not tolerate you tarnishing our school's fabulous reputation by acting like a band of baboons. I want no-one causing trouble on this field trip. Agate, mr Thibault, I'm looking at you two" Mr Warren concluded, eyeing the two boys at the back of the crowd.

With his little speech out of the way, Aaron Warren directed his class to the exact same school bus the majority of them had just ridden. Sally gave hugs to both her brother and Linus before skipping off to attend her classes. Linus was beet red.

"Why can't she just leave me alone" Linus moaned.

"Oh come off it, blockhead" Came the ever familiar voice of Linus's older sister, Lucy Van Pelt. Charlie Brown took a step back, Lucy had been one of his oldest friends. When they were about four Charlie Brown often acted like a bit of an older brother to Lucy, who naive as she was actually seemed to look up to him as such. As she got older however, Lucy had become increasingly crabby and mean. She found various ways to make Charlie Brown suffer, such as providing terrible psychiatric advice and always pulling a football away before he could kick it, so that he landed hard on his back. It was a miracle his spine still existed. But as opposed to some people who just wanted to spite Charlie Brown, Lucy actually did care about him as a friend, and had genuinly helped him out on many occasions. He wouldn't admit it, but he also thought she had become very pretty in her rise to woman hood.

"What do you mean?" Linus asked, confused by his sister's statement.

"Admit it Linus, you don't mind Sally's lovey-dobey actions at all, you're crushing on her as much as she is on you" Lucy said slyly. Linus's face turned, if possible, even redder.

"I AM NOT!" Linus screamed in a panic, everyone within ear shot laughed.

"Oh don't deny it, I see the way you look at her when you think nobody's watching. And why else would you have a picture of her as your screen saver" Lucy said, immensely enjoying her brother's humiliation.

"She's only in that picture because it's one of her with me and Charlie Brown at the carnival!" Linus replied hotly, shooting a concerned look at Charlie Brown, as though to say he didn't have anything but friendly thoughts about his sister.

"So then why'd you crop yourself and Charlie Brown out of the picture so it's just her?" Lucy asked victoriously, Linus whimpered and started sucking on his thumb. Charlie Brown thought he should say something, but remained silent. He had often thought over Sally's devotion to Linus, and he wondered how he would feel if they were a couple. He wasn't really sure he wanted his sister to be dating anyone, but then again, he trusted Linus with his life. He would much rather she end up with him than some abusive jerk. And come to think of it, it might be nice to have Linus for a brother in law someday. He wasn't sure how he would feel about having Lucy be part of the family though.

Lucy was the first to hop on board the bus after mr Warren, still laughing at her flustered brother. Once more Charlie Brown was last in line, and before he got on he noticed his shoes were untied. Not wanting to make the same fatal mistake twice however he got onto the bus first. Of course he tripped on the laces and banged his head against the drivers seat.

Most of the students on the bus laughed their heads off at Charlie Brown's slip up, while Aaron Warren just shook his head and told Charlie Brown to take his seat.

Everyone who had a free seat next to theirs hastily stuffed their backpacks into them, glaring at Charlie Brown to tell him they didn't want him sitting with them. Charlie Brown sighed, he was used to this treatment, so it didn't borrow him too much. Charlie Brown walked up the bus, being tripped over at least twice and enduring rude remarks.

"Boy Charlie Brown, if being clumsy was an Olympic event, you might actually have a chance to win" Sang Violet Gray, she and her best friend Patty Roberts burst out with the giggles. Charlie Brown stared at his feet and carried on. Violet and Patty were once his very best friends, he had had crushes on both of them when they were very young children, and sometimes it seemed like they returned his feelings. Of course, pretty soon after they became popular and turned into snobs, after which they treated him like dirt for the rest of their school lives. Violet seemed to find no greater joy in life than to ridicule him, but Patty was slightly more fair. In fact, more than once he thought he saw her smile at him. Must have been his imagination.

Charlie Brown noticed Lucy had taken a seat next to her long time crush Schroeder, a piano prodogy and another lifelong friend of Charlie Brown's. Schroder grimaced at Lucy's wide smile and mouthed "Help me" to Charlie Brown, who shot him an apologetic look before carrying on.

Among the other few students who would actually call themselves were Pigpen and Franklin. Pigpen didn't know his own name, people called him by his nickname all the time. The reason for people calling him Pigpen was that he was a literal dust magnet, no matter what anybody did to try and clean him he would always remain filthy, dust and dirt would just separate from the ground and attatch to his skin and clothes. Pigpen was not as disliked as Charlie Brown, but he was still a frequent target of ridicule. Though unlike Charlie Brown, Pigpen was indifferent to their teasings and was quite happy about his mess.

Charlie Brown had not known Franklin quite as long as most of his friends, but he was still a valued pal. One of the only two African American students in the class after Randy Robertson, his slightly older and more hot headed brother, Franklin was a nice guy, really easy to get along with. He had few insecurities and was more than willing to accept Charlie Brown's faults, sticking up for him when others bullied him. Franklin was also a key player on the schools football and baseball teams, mostly because Peppermint Patty had gotten him into the game when they were still kids.

Both boys greeted Charlie Brown in a friendly manner, Charlie Brown bid them a good hello and went back to looking for a seat.

"Brown old buddy, good to see you" Came the voice of Thibault, a short and unpleasant looking boy "Have a seat" He said, patting the empty bus seat next to him.

Charlie Brown shuddered and rushed passed, he wouldn't sit next to Thibault if he was paid a million dollars. Being one of the main bullies in school was enough reason to distrust him, but there was also the fact that he thought Charlie Brown was an arogant snob and was constantly trying to beat him up, only to be stopped by the interruption of Peppermint Patty. Charlie Brown didn't know what Thibault would have done if he'd sat down next to him, and he didn't want to know.

The next bully he saw, Joe Agate, did not offer his seat to Charlie Brown, but mearly sent him a death glare. He wouldn't have been able to offer him a seat anyway, the seat next to Joe was filled by his girlfriend Charlotte Braun. Charlotte Braun, oh yes, the human megaphone. Charlie Brown had known her for a brief time when he was five, then he'd spent much time trying to avoid her. As well as having a voice so loud it could break glass Charlotte Braun was equally as crabby as Lucy in her younger days, and as a result of being Joe Agate's girlfriend for several years had turned into a cruel bully herself. Despite her ear-splitting voice however, she did attract a lot of attention from her male classmates, seeing how she dressed like a tramp. Joe Agate would often brag loudly about bringing her to his room and... well, you know.

Charlie Brown gave a friendly wave to Peppermint Patty and Marcie, and also greeted two other classmates named Roy and 5. Yeah, 5. Apparently his dad was so paranoid about how everyone was being defined by numbers that he changed all the family names to numbers to suit his hysteria. 5 had two younger twin sisters named 3 and 4. Charlie Brown supposed 5 was alright, he'd never had much to do with him, and people often said he was extremely boring and dull. Roy was a boy Charlie Brown and Linus had befriended at Summer camp on separate occasions, Charlie Brown hadn't usually had much to do with him, though he seemed fairly good friends with Peppermint Patty, Franklin and maybe Marcie.

Charlie Brown then noticed Shermy making conversation with Jose Peterson. Shermy was a decent guy, one of the most popular boys in school and the boyfriend of Violet's friend Patty. Shermy was Charlie Brown's best friend as a kid, but for reasons Charlie Brown couldn't quite explain they'd just... well, they'd sort of drifted apart, he supposed. They rarely talked to each other these days. While Shermy did occasionally join into the laughter when Charlie Brown screwed up at something, he never insulted him and was genuinely friendly on the rare occasions they were made to talk to each other. As for Jose Peterson... well, he was a star baseball player with a batting average of .850, but Charlie Brown didn't really know anything about him other than he was half-Mexican, half-Swedeish.

One more person Charlie Brown noticed was Freida, a pretty girl with naturally curly red hair, of which she would always go on and on about. Charlie Brown had been friends with Freida for a while, but by the time they entered High school he hardly had much interraction with her, especially considering his awkwardness around pretty girls. Freida was a nice girl, a bit of a chatterbox and her bragging about her naturally curly hair may have made her seem like a vain snob, but she was actually very kind and sweet. She was perhaps the only girl in the in-crowd who actually treated Charlie Brown fairly, even right now she smiled at him as he passed, but did not offer him a seat as the one next to her was filled by one of her friends.

Charlie Brown ignored a few more snide remarks and finally reached where Linus was sitting. However, the seat next to him was filled by Janice, a girl who was friendly with Linus and had been diagnosed with leukemia when she was eight (Thank God she was cured now). Linus didn't seem to notice she was there, he was staring at the seat in front of his, still looking embarassed and clutching his security blanket for dear life.

Noticing there were no other free seats except next to a beautiful brown haired girl, who he supposed hadn't had a chance to put her bag up next to her yet, Charlie Brown grabbed hold of a pole and prayed the ride wouldn't be too bumpy.

"Hey" Came a soft voice, Charlie Brown saw it was the brown haired girl "Don't you need a seat?"

Charlie Brown mumbled inaudibly, with a friendly smile the girl patted the seat next to her, indicating he should take it. Charlie Brown smiled weakly, not sure if he was hallucinating but feeling he must have been. He wasn't sure why she was allowing a loser like him to sit next to her, but eventually he accepted the invitation.

The bus ride to Agate Industries seemed to take an eternity, and Charlie Brown's heart was thumping all the way. Never in his life had a girl as beautiful as this one, with her long brown hair and bow, her purple shirt and striped green jeans, showed him such generosity. He occasionally sneak glances at her face, which was kind and perfectly positioned, so that it showed her full beauty. Why on Earth would a girl like her want anything to do with him!

Charlie Brown tried hard not to hyperventilate, the girl just smiled sweetly the whole way. He had never done well around girls, though he had been able to talk to most girls as a kid, as a seventeen year old he was clueless. His entire romantic life had been a failure... well, he couldn't say that, he'd never even had a girlfriend. He had been madly in love with a little red haired girl when he was eight, but he could never get anwhere near her because he was so nervous. And then she moved away, and his heart shattered. But here was a girl just as beautiful, and while most other girls in the class would shout at him to bug off, she had actually offered to let him sit next to her on the bus.

Charlie Brown wanted to say something, this was his chance to actually talk to a girl that wasn't strictly a friend. He just had to get better acquainted. He knew he would have absolutely no chance of becoming her boyfriend, but he could at least experience the joy of talking to her.

"Um..." Charlie Brown mumbled. He felt like slapping himself, now she was looking right at him and he didn't know what to say. He had to think, think, think. He had to say something, anything! "Thank you"

Thank you. Thank you! Charlie Brown felt like slapping himself, THAT was the best he could come up with? Maybe it would have been fine ten minutes ago, but after such a long silence it was just really awkward, and bound to have made him look weird and pathetic. He'd just blew his one chance!

"You're welcome" The girl replied, and Charlie Brown was shocked and relieved to see she was smiling, as though she didn't find him weird or anything. He couldn't help but smile. Now if he could just think of a good follow up...

"I've never seen you before at school" Charlie Brown said, once again he wanted to slap himself. That was no good, it would either offend her or make him look like an oblivious idiot.

"Yeah, I just transfered here last week. I'm surprised they let me come on a field trip so soon, but I'm not complaining, this should be fun" The brown haired girl said pleasantly. Charlie Brown smiled ever wider, he couldn't believe he'd gone so long without goofing things up.

"Are you alright, you look a bit red" The girl asked, concerned. Charlie Brown realized his face had gone rosy red with blush.

"Oh, nothings wrong it's just... pretty faces make me nervous" Charlie Brown replied. This time he did slap himself, talk about embarassing himself.

"But you should never feel that way" The girl said seriously "Pretty girls are human too you know"

"You are?" Charlie Brown said cluelessly, mentally cursing himself and feeling certain he had offended her. But she laughed, not an insulting laugh or one that meant she thought he was a fool, but just a plain happy laugh.

"You're funny. I like that" The girl said sweetly "And do you really think I'm pretty?"

His face gradually turning fifty new shades of red, Charlie Brown averted his gaze and nodded.

"Aww, thank you. You're sweet" The girl said. Charlie Brown felt he must have been walking on air. He was talking to a beautiful girl, and she didn't think he was a disgrace. She said he was sweet, and that she thought he was funny. The good kind of funny! He'd never gotten this lucky in all his life!

So of course at that moment the bus had to stop and Mr Warren had to call them all off the bus. Charlie Brown sighed, after they got off this bus he would never have a chance to talk to this girl again, and pretty soon people would tell her what a failure face he was and she'd make fun of him too. Life just wasn't fair. But hey, maybe if he could stay with her just a bit longer after they got off the bus, maybe he'd be able to talk to her for longer and... no, as soon as they got off the bus two girls were calling for her to join them, and they certainly wouldn't want anything to do with him. This was it.

"By the way" The girl began before going off to join her friends "I never got your name? Could you please tell me so I'll remember it?"

"I'm... um... uh..." Charlie Brown mumbled, his nerves getting the better of him once more. She was staring imploringly at him with her big round, beautiful brown eyes... "I'm... Brownie Charles"

From behind Charlie Brown there came four loud cries of "AAUUGH!" Apparently Lucy, Linus, Peppermint Patty and Marcie had been listening intently on their little conversation.

"Brownie Charles?" The girl repeated, looking uncertain. Charlie Brown whimpered, fearing he'd finally managed to ruin it for himself. But remarkrably, to Charlie Brown's utter astonishment, her frown turned into a smile and she said "I like that, it's a good name"

Four sets of jaws hit the floor behind Charlie Brown, who was walking on air again "My name is Peggy "Jean" Stacy, though most people just call me Peggy Jean. It was nice meeting you Brownie, I hope we'll be very close friends at school"

And she flashed Charlie Brown one last smile before skipping away. Charlie Brown stared after her long after she'd disappeared among the crowd of students entering the giant building, his heart still racing "Peggy Jean... what a beautiful name"

Charlie Brown felt someone nudge his shoulder, and turned to see Linus giving him a sly grin "Wow Charlie Brown, Peppermint Patty's right, you are a sly dog"

Charlie Brown's blush returned in full force, he looked over to his three other friends. Lucy's jaw was still on the floor, she was in utter shock over the fact that Charlie Brown had successfully talked to a pretty girl without making her despise him, and Peppermint Patty and Marcie looked... disappointed? No, it couldn't be, it had to be his imagination running wild.

Charlie Brown's mind was still on Peggy Jean as Aaron Warren led the class into the building, down a few hallways and into a large auditorium-like room filled with displays of fabulous inventions and experiments. Charlie Brown didn't even hear a word of Warren's strict speech to the class about behaving themselves and not wandering off, the only thing running through his brain was the thought "I just talked to a pretty girl"

Professor Warren's distant voice droned on for a full three minutes, every second of which Charlie Brown spent trying to identify Peggy Jean among the crowd. When Warren finally declared that the students could wander around the room to read up on the many wonderous technological advancements, Peppermint Patty dragged Charlie Brown off to look at a ten foot robot.

Charlie Brown had to confess, for a company run by Joe Agate's father they sure made some pretty cool stuff. In one corner of the room there was a pair of gauntlets the descriptions said could shoot blasts of compressed air at intense frequency, in another corner a man was demonstrating something called the "Goblin Glider" Which was like a small rocket with a pair of wings large enough to stand on, and a mechanism that resembled a demon's face at the front. Charlie Brown was the only one glad they weren't allowing students a ride on the glider, he just knew he'd crash into something and cause a series of explosions. And in the centre of the room was Doctor Octavius, giving a speech on his machanical arms.

"Now these beauties are my latest and, if I may be frank, finest creations. I came up with the idea when my wife mentioned that old saying about us only having "One pair of hands" and I thought, how much could we accomplish if he all had extra pairs of arms. I know it's ironic to make four new machanical appendages, considering my name, but I never really thought about that while building them" Otto commented humourously, few people chuckled along with him, though the clawed arms were clapping wildly together.

"These mechanical arms have a wide range of uses, which I will be glad to demonstrate to you in a moment. Normally at this point I would be going into an explanation into how these arms work but... well, old Alex grumpy pants-" All but Joe Agate laughed this time "-Doesn't want me telling you that, doesn't want anyone stealing his companies ideas (Like he doesn't steal from hundreds of other inventors) So I'll just be giving a practical demonstration. Flo"

At the mention of that name the upper right tentacle flashed a light in it's palm, as though it were blinking, and extended itself all the way to the edge of the room to pick up a stray soda can and then drop it in a dust bin nearby. The stoodents clapped excitedly, a few of them even wooped loudly.

"Good work Flo" Dr Octavius conplimented, patting the tentacle's glass palm tenderly. The tentacle made a squeaky noise a bit like a dog enjoying a belly rub. He addressed the curious stares of the crowd by saying "I name all my tentacles. As you might have heard, this darling is called Flo, because she's the most motherly. This fellow here" Octavius gestured to the upper left tentacle "Is named Moe, he's the big tough guy" Moe made a gesture that seemed to simulate flexing arm muscles.

"This tentacle on the lower right is Harry. Watch out ladies, he's a player" Octavius joked, noticing that Harry the tentacle had approached Violet and tapped it's palm against the back of her own hand, as though kissing it. Violet backed away looking disturbed.

"And last but not least-hey wait, where'd Larry go?" Otto questioned, noticing the tentacle's hand wasn't hovering down on his left hand side. Moe pulled the final tentacle out from behind the good doctor's back, Larry looked like he was struggling to get back into hiding "Yeah, he's a bit shy"

"Question, doctor Octavius" Piped up a man with a fedora who was carrying a notebook and a camera, Charlie Brown supposed he was from the Daily Bugle.

"Go ahead" Octavius replied, Flo and Harry gestured for him to do so while Moe continued to grapple with the nervous Larry.

"You speak of these arms as if... well, as if they have feelings. But, how can that be?" The reporter asked, many more people with camera nodded between snaps of the arms.

"Very good question, I'm glad we got around to it. Now again, I'm not allowed to tell you how it works, but you see these arms have their own artificial intelligence. Not to insult anyone, I think you all look very bright, but I think it would be safe to suggest that my metal limbs here are actually a teensy bit smarter than most of you here. I can actually communicate mentally with them via my harness. Now I'm dying to tell you how that one works, but, you know, grumpy pants" Octavius explained, a few of the immature students took to laughing once more while everyone else looked highly impressed.

"But wait a minute doctor" Linus spoke up, not quite realizing what he'd done until everyone was staring at him. Knowing he had to ask his question now he said "Isn't that kind of dangerous. I mean to say, if these arms are that smart, how do you keep control of them, and stop them controlling you?"

"You're sharp young man" Dr Octavius complimented, the arms nodded in agreement "Now while you can't really see it under my labcoat there's a mechanical spine that works with my harness, and at the tip of it there's a special inhibitor chip which helps me maintain absolute control over these arms. They still have a spark of personality of course. I might tell you about the chip, but heck, even I don't know"

"Now-" Octavius began, glancing over to Aaron Warren "Who wants to see these arms lift kindly old professor Warren above my head?"

Charlie Brown's classmates cheered wildly for the amrs to do so, while professor Warren let out a frightened cry of "WHAT?" Before being chased all around the room by the tentacles. Everyone laughed, even the reporters. Dr Octavius didn't really mean to lift Warren above his head, he wasn't that mean, he just thought it would give everyone a good laugh. It was sure giving him a fit of the giggles.

"This is a riot, ey Chuck" Peppermint Patty said, laughing like mad and unknowingly wrapping her arm over Charlie Brown's shoulder. Charlie Brown was blushing wildly and trying not to panic.

"We should really be taking notes sir, we're here to learn after all" Said Marcie, who was struggling not to join into the laughter at her teachers expense.

"Always have to take the fun out of things" Peppermint Patty complained, pulling a notebook and pen out of her backpack "How do you spell Octavius?"

While Marcie was sighing in exhasperation and giving Patty the correct spellnig, Charlie Brown was reaching hand behind his back to... to... oh good grief, he felt like shouting. He'd left his backpack with all his stuff on the school bus.

While Charlie Brown was being forced to ask Linus to share his notebook, Nels Van Adder was facing his own problems. He had complied with Alexander Agate's demands of removing the exhibit featuring the Oz spiders, but following Otto's advice he had not squished the spiders, but had hidden them away so he could take them home, where he could hide the poor creatures. Unfortunately, when hiding them away he realized there was one missing from the container.

Now this was a serious problem. Poor Nels had almost hyperventilated when he realized the spider was loose, especially since the room it was last known to be found was so full of people, mainly teenagers. He didn't know what he'd do if someone got bitten, those spiders were his creations, if someone were to suffer any dangerous mutations it would be all his fault. And he just couldn't live with the guilt of... well, he didn't know exactly what would happen if someone was bitten. They would either be fatally poisoned, or they would inject some of the formula mixed with their own spider DNA into the victim. If that happened, it would either turn them into some kind of abomination or.. or do something much worse.

Nels tried to look casual, insisting to anyone he noticed him that he was an inspector doing some last minute checks to make sure everything was running smoothly. He was searching every nook and cranny, he was examining every inch of the inventions, scanning the ceilings for cobwebs, whatever he had to do to find the spider before there was an accident. He didn't care if he was fired or arrested, but he would not allow anyone to suffer from a faulty formula of his own design.

Van Adder was in the middle of checking under the air blasting gauntlets when Charlie Brown, still moping over his lost backpack, glanced over in his direction. Noticing the blond hair and the red shirt visible under his labcoat, Charlie Brown summarized he was his father's college roommate.

Excusing himself from the presence of his friends, Charlie Brown strolled over to Van Adder, who hastily placed the gauntlets down when he saw someone coming.

"Nothing to see here, just making sure everythings ship shape" Nels said, trying to hide the panic in his voice.

"Um, excuse me, are you mr Van Adder?" Charlie Brown asked politely.

"Er, yes" Nels replied. He was confused about how a seventeen year old boy knew him, he had no nephews or younger cousins, and his wife had yet to give birth to their first child. He wasn't really a sociable person outside of work, so how did this kid know him.

"Well, I'm Charlie Brown. I'm Richard Brown's son" Charlie Brown replied. Van Adder's face lit up. He certainly knew a Richard Brown, in fact, now that he thought about it, he couldn't believe he hadn't noticed the resemblance, what with the boy's white blond hair so short it made him look bald.

"Ah yes, I remember Richard telling me before he had two children. How is he, doing well?" Nels asked.

"He's doing fine, he wanted me to say hi from him and my mom. She's doing well too" Charlie Brown said, Nels chuckled.

"Glad to hear it. I haven't seen Richard in over a year now, boy how time flies" Nels said, remembering all the fun the two had had together in college. It was a shame Richard had gone on to cut hair rather than join him in becoming a scientist, he would have enjoyed having a business partner "It's nice to meet you Charlie"

"It's nice to meet you mr Van Adder" Charlie Brown said politely.

"Oh please, call me Nels" Nels said jovially. For a moment he had forgotten him mission to find the Oz spider, until he saw something that made his heart leap. A cobweb on the wall next to the glider's display area.

"Erm, I'm sorry Charlie but I really must be going!" Nels said very suddenly, too nervous to hide his panicked look. Charlie Brown stared cluelessly at the blond scientist as he tried to hobble away "Not to seem rude but I just remembered I'm in a hurry, gotta inspect these machines quick so I can get home early, my wife's due to give birth any day now and I don't want to take any chances"

"Um, ok" Charlie Brown uttered, feeling that Nels was lying to him and, in his depressing mind, thought he just wanted to avoid associating with him "I'll see you again, maybe"

"Yes, hope so. Bye" Nels said shortly, rushing to examine the web and every inch of wall near it while Charlie Brown stared uncertainly at him. If only one of them realized that the spider had long left the web, that it had been crawling along the floor, and was now crawling up Charlie Brown's shoe.

Still feeling like Van Adder didn't like him very much, Charlie Brown made to rejoin his friends, who were now looking over "Project: None of your beeswax" when he was tripped over by Joe Agate.

"Having a good time Brown?" The heir to the company asked, mercilessly tripping Charlie Brown up again as he tried to stand up.

"Hello Joe" Charlie Brown groaned, praying he was just going to bully him and nothing more. Joe Agate raised his cap and glared at Charlie Brown as though he were something filthy staining the floor.

"I suppose you think it's a real privelidge, getting to stand here in my father's company?" Joe asked off handedly.

"Well, I'm not really standing" Charlie Brown replied irritably, kneeling up. Once more Joe had fun tripping him up.

"I don't like your tone, you think you're at my level of importance, well your not. One marbles game does not make it ok for you to talk rudely to me" Joe Agate said firmly.

"I wasn't trying to be rude" Charlie Brown said incredulously.

"Yeah, well, you sounded it" Joe replied, this time kicking Charlie Brown in the stomach to push him down. None of the staff bothered to stop him, considering he was the employer's son. Otto looked like he wanted to step in but was being blocked by reporters, while Nels Van Adder was too distracted by his desparate search for the missing spider to notice Charlie's pradicament.

"You know Brown, I hear you were chatting up this Peggy Jean girl. That true?" Joe asked. Charlie Brown blushed and spluttered incoherently, this was enough answer for Joe Agate however "Well listen here Brown, she's way out of your league. A chump like you don't deserve love, and besides, my buddy Thibault's already got his eyes on her"

Charlie Brown wasn't quite sure he believed that. Thibault was known for his extreme chauvanism, he had a very early twentieth century attitude towards women, believing them inferior to men and undeseving of certain privaleges, such as having glasses and being able to vote. Any interest he had in Peggy Jean must have been purely physical, he would treat her terribly if she agreed to date him and he'd probably use any excuse to get under her shirt. Something inside Charlie Brown's stomach was bubbling angrily at the thought of it.

"It's not like I have a chance with her anyway" Charlie Brown admitted, feeling downhearted as he said it.

"Well keep that in mind and stay away from her. Can't blame you for trying though, she's smokin'. If I weren't already with Charlotte I'd do her any day of the week" Joe Agate said with a perverted grin. Charlie Brown had to fight back a sudden, unusual desire to punch him in the nose. "So, we got a deal Brown. See you around, and try not to kill yourself" Joe Agate said coldly before strolling off. It was lucky he passed into such a big crowd, because Peppermint Patty had sprinted to the spot he just stood with every intention to pound him for picking on her friend.

"That son of a-"

"Censorship" Marcie cried, clapping a hand over Peppermint Patty's mouth. She pulled it away and joined Lucy in lifting Charlie Brown to his feet.

"Chuck, are you ok?" Peppermint Patty asked in concern, Charlie Brown nodded weakly.

"Just what brought that on?" Linus asked, outraged at his best friends mistratment, but not issuing steam from his ears like Patty.

"He just warned me to stay away from Peggy Jean and let Thibault have his way with her" Charlie Brown answered, surpring even himself when it came out as a snarl.

"Figures, huh. The first girl in all of recorded history that shows signs of liking you and you can't ever speak to her again without getting clobbered. Ain't that just the story of your life?" Lucy said sarcastically, Charlie Brown gazed sadly at the ground while his other friends threw Lucy looks that said "Not helping"

While Linus, Marcie and Peppermint Patty tried their best to cheer up a dejected Charlie Brown, they all failed to notice the red and blue spider now crawling down his sleeve. It was so small and light that Charlie Brown didn't even feel it crawling onto his arm. And when it reached his arm, the spider raised it's fang and, acting purely on instinct, bit down hard into his wrist.

Charlie Brown cried out in pain, a burning sensation erupting from his wrist. Seeing the unnaturaly coloured spider on his wrist he swatted it away. The spider flew over the heads of several students and the clawed hand of Moe the mechanical tentacle, before landing directly on Nels Van Adder's shoulder.

Van Adder noticed the spider almost immediately after it had landed on him. he quickly extracted a glass jar from his pocket, scooped the Oz spider into it and stowed it away once more. But he didn't care too much for the spider right now, because he had heard someone yell, and it made his heart skip a beat because he knew that meant someone was bitten. And then he saw Charlie Brown across the room, his face contorted with pain and clutching his wrist.

"Oh God, no" Nels gasped, he ran to reach Charlie Brown, but was blocked off by the crowd that was still gathered around doctor Octavius. As politely as he could, he tried to push his way past the Midtown High students and the news reporters.

Charlie Brown had no idea what was happening to him. He could see his friends concerned faces looking at him, he could see their mouths moving. But their voices were so far away he couldn't make out a word of what they were saying. And his vision was beginning to distort, his friends and everything else he could see was shaking, as though it were an image in water and there were ripples forming. He could still feel the burning in his wrist, and it was spreading-spreading up his arm and all around his body, as though his insides were on fire. He thought he might have heard people screaming his name, but Charlie Brown never knew. He never even knew he had hit the ground, because while he was still falling his eye lids fell and his mind slipped away into a deep slumber.

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**Tiger Lover 16: Ok, here's a few things I'd like to clear up before I do anything. Nels Van Adder is not an OC, he's a character from the comics who becomes the Proto Goblin. He's a very minor character in the comics, but I like him, so I wanted to use him here. Peggy Jean is a love interest in this story, yes. But she's not playing the role of Mary Jane, if you all haven't figures it out yet she's taking the role of Gwen Stacy. I know it may seem odd to reference other super heroes, but I like to think they're living in an expanded universe, like Marvel but different. We saw a lot of important characters here, try to remember as many as you can, they'll all play a role in the future. As for why Doc Ock has such a big role in this chapter... well, I don't know, I just enjoy writing for him. The names are something Alfred Molina, who plays Otto Octavius in the film came up with, they're what he called the machanical arms on set. And the Kingpin is going to play a key, but mainly behind the scenes role in the story. And as for Franklin being brothers with Randy Robertson, that's mainly so Charlie Brown will already be acquainted with his dad, Robbie Robertson. There's plenty of other points, but I'll save them for later. I want to emphasise again that this story isn't set in stone, I won't continue it if people don't want to read. Let me warn you that it will get dark at times, but it'll still have plenty of Peanuts moments. I want to write this story, but it's up to you to deside. And feel free to make any suggestions on who you would like to see become which comic character, unless I've made concrete plans for said role already (I'm still planning a lot of things) I'll take it into deep consideration. Just so you know I'll probably move this to the crossover section if I do continue it. Well, that's all I can say for now, have a nice day. Hope I didn't make too many stupid mistakes here. Please Review.**


	2. With Great Power comes GreatResponsibily

**Tiger lover 16: Ok, here I am with chapter two. I hope people noticed I moved this story into the crossover section, otherwise I'm not going to get any readers. I would have gotten this out sooner, but I've been busy. And I'm going to be really busy in the next few weeks, so don't expect many updates. I admit this chapter feels a bit rushed, I wasn't sure how I would handle Charlie Brown's time in the hospital so I compressed it into one long scene. I also want to say right away that I've decided to omit the wrestling scene, since I thought it would be too difficult to believe Charlie Brown would do such a thing, so certain circumstances have been changed. I'm worried he might seem out of character at certain points in this chapter actually, but plot purposes forced the issue, I'm sorry about that. I've also made a change in the character of Randy Robertson. Originally I wanted to base him off the version from the 90's cartoon and the comics, but I felt the version of the character from the Spectacular Spiderman tv series seemed more fitting as a big brother to Franklin. I'll edit a comment from the previous chapter to match. I'll be adding elements from a variety of Spidey mediums, including the comic, cartoons and films in this story, there's one scene here that's adapted from the first movie. I should warn you this chapter is more dramatic than the last, especially the second half of it, which I fear isn't very good. I was going to make this into two chapters when I realised the scale of it, but I wanted to get the origin story out of the way quickly to get to some of the other fun parts, sorry about that. I hope you can enjoy this, see you at the bottom of the page.**

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**Chapter 1: With Great Power, comes Great Responsibility**

Normally on a Saturday morning Charlie Brown would have gotten up at about ten o' clock, had breakfast and taken Snoopy for a walk while the pooch engaged in one of his many fantasy roleplays (The most recent of which involved him wearing a cheesy super hero costume and dubbing himself "Snoopy the Wonder Beagle") and then Charlie Brown would spend some time with Linus, discussing life or otherwise playing video games while Linus's brother Rerun watched.

This Saturday however, Charlie Brown was lying unconscious in a hospital bed while his family, his four closest friends Linus, Peppermint Patty, Marcie and Lucy, and even Dr Nels Van Adder sat around him.

"He's been out for three days now, when's he gonna wake up?" Peppermint Patty asked, somewhat desparately.

"When he's recovered" Van Adder said, knowing it was completely unhelpful. Though he was still breathing, Charlie Brown hadn't so much as twitched since collapsing in the Agate Industries building.

It had given everyone a nasty shock when Charlie Brown had suddenly cried out in pain and then fainted. His friends, who he had just been talking to mere seconds before it happened, were especially distressed. Linus had been the first to drop down on his knees to check Charlie Brown's pulse, thanking God when he realized his friend was still alive. It was not until Nels Van Adder had rushed past the crowds and checked the boy's condition for himself however that the ambulence were phoned in. On his insistence, Nels accompanied Charlie Brown to the hospital, bringing along his friends.

Charlie Brown was rushed into the emergency ward, and his friends were forced to remain in the waiting room. Despite insisting that he be allowed into the ward to help, Nels' lack of a doctor's degree meant he would have to wait with the others, so reluctantly he settled for getting everyone coffee and phoning the Brown parents.

About an hour later with still no word from the doctors about Charlie Brown's condition, other than he was stable, the entire Brown family, Snoopy included, barged into the waiting room, Richard claiming they would have arrived sooner but there had been a traffic jam and they had to run to the hospital.

Not even bothering to have a short catch up with his old college friend, Richard demanded Nels tell him what had happened. Nels gave a very solemn description of Charlie Brown's collapse and rush into emergency care and indicated the family should sit down, apologising for having no news about Charlie's present health.

_"Well, they say no news is good news"_ Snoopy had thought weakly, whimpering worriedly as he lay down on Peppermint Patty's lap.

Charlotte had then sat down on the bench with her head in her hands, looking distraught over the situation and frustrated at the lack of an update from the doctors. Richard put a comforting arm around her, looking solemnly at the door into the ward.

Sally at the time seemed to be on the verge of tears, though she didn't really show it she loved her brother dearly, and the prospect of losing him was downright terrifying. She had spent most of her time in the waiting room hugging Linus's shoulder and trying hard not to break down crying. For once Linus did nothing to protest her closeness, no sarcastic remarks, no annoyed looks, in fact he had actually put his arm around her and wrapped his blanket around the two of them. If Lucy herself hadn't been so anxious over the whole situation, she might have taken a picture and used it to blackmail her brother.

After what felt like an eternity of waiting, the doctor strolled out the door to the emergency ward, and was immediately bombarded with frantic questions, and a lot of unintelligible gibberish and barking from Snoopy.

Now here was the strange part. When everyone had calmed down and the doctor assured them Charlie Brown was alright, albeit still unconscious, Richard asked what had caused his collapse. But the doctor just told them he was stumped, according to all vital signs and tests, Charlie Brown was perfectly healthy. He had not suffered a stroke or heart attack, he wasn't coming down with an illness, and Marcie clarrified that he hadn't been under an unreasonable amount of stress recently, unless Joe Agate's threats about staying away from Peggy Jean would count to him as excessively stressful, which everyone thought was doubtful.

All the doctors could say that was unusual about Charlie Brown was a slight rash around his wrist, something which stumped Nels. It was clearly where Charlie Brown had been bitten, but that would mean there should also be a mark there. It had to be that the mark was too small to see, or that the doctors hadn't payed close attention. It couldn't possibly have healed that fast...

While Charlie Brown was moved into a new ward and his friends and family gathered around, feeling relieved to see him even if he wasn't awake, Nels made a risky move and snuck into the emergency ward, stealing a vial of Charlie Brown's blood. He knew he was being a fool here, but he had to examine the blood himself. The doctors wouldn't know what to do about the Oz formula, and considering he had made it he was probably the only person who could develop a cure if necessary. And besides... if the hospital realized Charlie Brown had received a dosage of an imperfect super soldier formula they might inform the government, meaning a certain organisation named S.H.I.E.L.D may have gotten involved. Nels did not want the boy taken away for studying, he knew S.H.I.E.L.D were looking for any excuse to develop their own super soldiers, and as well as wanting to ensure Charlie Brown's safety he didn't want to risk anyone else taking the faulty formula and suffering a horrible mutation.

But would they? It was clear that the sleeping Charlie Brown was still human, he had not doubled in size or grown fangs, or pincers and eight legs considering the circumstances. Nels however may have been the only person to notice that Charlie Brown's muscles seemed slightly more developed, or that could have just been paranoia.

Eventually the group was forced by the doctors to leave, but they had come back every day after that to be at Charlie Brown's bedside, Sally and Lucy both letting out groans of frustration when they saw he hadn't awoken. Lucy had wondered aloud why Nels Van Adder had come to visit again the next day, but nobody questioned his presence after that.

As well as the Brown's, Peppermint Patty and Marcie, Nels and the Van Pelt siblings, Charlie Brown had also been visited by Franklin and Pigpen, who had had to sneak into the room since the nurses kept trying to shoo him out of the building, Roy and 5, Freida, Shermy, Franklin's brother Randy and father Robbie Robertson, Aaron Warren and the school's janitor/absent minded professor Louis Mcduff, and even Doctor Octavius and Peggy Jean, the latter left Charlie Brown a few daffodils. And to everyone's surprise, among the get well cards sent to Charlie Brown was one from Violet and Patty. Lucy was still convinced the card was a hoax.

Now Nels stared remorsefully at the unconsious Charlie Brown. Snoopy and his bird friend Woodstock were pretending to be a doctor and a nurse respectively and performing tasks such as taking his temperature, rubbing a wet sponge against his forehead and thumping his chest. The beagle seemed convinced this would make him better, as he looked disappointed at Charlie Brown's continued slumber.

Nels felt ashamed that he had yet to inform either Richard or his wife what he knew about their son's situation. He had run it over many times in his head, and had asked Richard to step outside to talk to him a few times, but he just kept going on about something completely random and unrelated to the topic at hand. He knew Richard was a reasonable man, but even he would be furious Nels had kept such vital information from him. And to top off his worries, he hadn't had time to work on a cure for the formula. What if it was Oz that was keeping Charlie Brown from waking up, what if a cure couldn't be developed and he remained in a coma for the rest of his life. He had to tell what he knew...

Perhaps it was to make irony out of Van Adder's concerns, but within the second hour of todays visit Charlie Brown, after three days of not moving a muscle, finally began to stir.

"Hey, he's waking up!" Lucy announced, everyone gasped and watched anxiously as Charlie Brown's eyes flickered open and, with great difficulty, he sat upright in his bed. Charlie Brown rubbed his head, still feeling tired and disorientated, and looking very confused by the crowd of people staring at him.

"Um... not to offend anyone, but, why are you all in my room?" Charlie Brown asked cluelessly. Rather than give him an answer, Sally pounced on him and wrapped him in a bone crushing hug.

"Big brother, you're awake!" Sally squealed, delighted. Charlie Brown felt slightly less so as she continued to crush his spine.

"Let go... please!" Charlie Brown gasped urgently, Linus and Marcie rushed forward and were able to detatch Sally from her brother. Charlie Brown took a deep breath, but before he could enjoy his ability to breath properly again he was met with another hug by Snoopy, which was followed by hugs from everyone else in the room except Nels, who stood at the back of the group, thanking God Charlie had awakened.

"Where am I?" Charlie Brown asked, only now realising he wasn't in his bedroom.

"You're in the hospital dear" Charlotte Brown replied, Charlie Brown raised an eyebrow "You... had a nasty fall"

"Nasty fall nothing, you fell unconscious on the field trip and you've been out cold for three days!" Lucy explained, Charlie Brown's expression changed from exhausted and confused to shocked and even more confused.

"Three days! How did that happen?" Charlie Brown asked, his friends and family exchanged looks of uncertainty while Nels Van Adder shifted uncomfortably, his behaviour unnoticed by all but Richard Brown.

"We don't know, Charlie Brown" Linus confessed "The doctors couldn't determine a reason for why you collapsed, you just did. We were starting to think you would never wake up again"

Charlie Brown took a moment to contemplate what Linus had said. He still couldn't believe he could have been unconscious for three days straight, and to hear that the doctor's couldn't even identify a reason for it wasn't very encouraging. He felt fine now, a little tired but not unwell. Desparately he tried to recall what he had been doing last he was awake. He had got on the bus, actually talked to a pretty girl named Peggy Jean, he had examined a few of the exhibits at Agate Industries, talked to Nels Van Adder (Charlie Brown wondered for a minute what he was doing here in the hospital, but decided not to ask just yet) and then... then...

Charlie Brown struggled to recall what he had done after Nels had hurried away from him. He thought he could remember falling over, he had the suspiscion he had encountered a bully, but wasn't sure if it was Joe Agate or Thibault. He didn't think he had received a beating, it would have been obvious for the doctors to see he was covered in bruises and other wounds, which he wasn't. But what had happened after that? Feeling extremely confused, Charlie Brown scratched his forhead and... and saw the rash on his wrist. The wrist that the spider ha-The spider!

"Hey Chuck, I asked you a question" Peppermint Patty said loudly. Charlie Brown shook his head quickly, realizing everyone was staring at him as though he was about to collapse again.

"The last thing I can remember was a spider biting my wrist" Charlie Brown said quickly, Nels suppressed a whimper while everyone else looked curiously at the almost bald teenager "I remember a spider bit me and-and, it wasn't like a normal spider bite, it really hurt. It was like my wrist was on fire. I'd never felt that sort of pain in my life, and then... well, I don't know, I think that's when I blacked out"

"Well, you were clutching your wrist just before you lost consciousness Charles" Marcie said, then senseing his thoughts she added "But I don't think you were poisoned, the doctors would have been able to identify if you'd been injected with spider venom"

_"But not the Oz formula. At least, I hope not" _Nels thought solemnly. Richard contemplated his son's recollections and Marcie's argument, then glanced over at the frightened looking scientist. He frowned thoughtfully.

"Excuse me Charlie, while I would like to stay and make a fuss over your being awake like I'm sure your mother and sister will be doing in a moment, I need to have a private conversation with Nels here" Richard began, grabbing Nels by the sleeve and dragging him to the door as nonchelantly as possible "We'll just be a minute"

"Um, ok" Charlie Brown said uncertainly, and he wasn't the only one staring at the departing duo with utmost curiosity.

Richard led Nels out the door and down the hallway, the blond scientist did nothing to protest, knowing very well what this was all about. After double checking to make sure the hallway was deserted, Richard took extra precautions by dragging Nels and himself into a broom closet.

"Ok Nels, either you know exactly what's happening to my son or my name's Shirley Van Richthoven, and it's not. I've been very patient, listening to you go on and on about your car insurance and what my opinion is on proposition eighty three-personally, I don't think we should be paying to have chocolate milk water fountains in schools, but that's beside the point. What is going on here? I want an honest answer and I want it now" Richard said sternly, it was a mark of how much he cared for his son's well being that he held his old friend up by the collar.

"I understand completely why you're angry, and I welcome you to hit me, but-"

"I'm not going to hit you Nels" Richard said, dropping Nels on his feet but standing in the way of the door "I just want to know what happened to Charlie, and if there's anything else I should be worried about"

Nels heaved a deep sigh, contemplating his response for a full four minutes.

"Before I say anything you must understand that everything I am about to tell you must not leave this closet. For one I am about to divulge top secret information about the workings of Agate Industries, and if mr Agate finds out I'll have to book a plane to Antarctica this very moment if I want to survive for long. And furthermore, if anyone finds out about what Charlie is going through, especially Agate, then he will be taken away from you faster than alka-seltzer dissolves in a glass of water" Nels explain, struggling to maintain his composure.

Richard hesitated for a moment, he had expected there to be some sinister reason behind his son's collapse, given the way Nels had been acting, but nothing this extreme.

"I promise I won't tell anyone, apart from Charlie and perhaps Charlotte depending on the seriousness of the situation" Richard replied.

"Yes, I suppose we must tell Charlie soon. He's the one this is going to affect, he needs to understand" Nels said, as much to himself as to Richard. "Ok, Richard you've heard of Captain America, correct?"

"Well obviously, he's the worlds first superhero who was recently found frozen in a block of ice and thawed out perfectly alive" Richard answered, feeling that anyone would know that story anyway.

"Well, as everyone knows Captain America was granted his powers by a super soldier serum developed by the government. Knowledge about how to create such a formula has been lost since the time of world war II, and in the many decades since then many have tried to recreate it. SHIELD, HYDRA and hundreds of drug companies have tried to make their own super soldier serum, but none have ever come close. Agate Industries of course have long joined the race to develop the serum, I myself was made responsible for developing it based off notes by mr Agate's old business partner. I thought it too dangerous to test such a potentially harmful formula on human test subjects, so I bred spiders with the formula, which I cristened the Oz formula, embedded in their DNA" Nels explained, taking a deep breath afterwards.

"So let me guess, the spider Charlie says bit him is one of these Oz spiders?" Richard asked certainly.

"Exactly" Nels said meekly, twirling his fingers before continuing "I was trying to relocate the spiders on the day of his field trip when I discovered one of them had escaped. And I heard your son scream just before it fell out of the air and landed on my shoulder, so I'm positive it bit your son. And I believe that in doing so, it may have injected some of the Oz formula into your son's blood stream"

"So you're saying my son's going to turn into Captain America?" Richard questioned.

"Not exactly. In fact, he's quite lucky it didn't turn him into the Hulk" From anyone else that may have sounded like a joke, but Nels Van Adder was perfectly serious "The formula I developed was faulty. I had only a portion of the notes left by Mendel Stromm, so the formula I used on the spiders isn't what it should be. By all calculations your son should have mutated into some kind of monstrocity when he was injected with it"

"But he hasn't" Richard said urgently, his concern for his son skyrocketting "... Has he?"

"No, he hasn't. That's what intruges me. I don't know if it may have been a miscalculation on my part, or if it's because Charlie received only a very small dosage from the spider and it's effects aren't too severe. Then again, it's also possible that the spider's own DNA mixed together with the Oz formula diluted it's effects, meaning... well, this is what worries me. I don't know what's going to happen to him. So far he doesn't seem to be displaying any substantial changes, but who knows what the mix of spider genes and super soldier serum in his blood is doing to Charlie as we speak" Nels confessed.

Richard held his head in his palm, letting all this information sink in. He just couldn't get his head around any of it. A super soldier serum, passed into his son through a spider bite. That shouldn't have made any sense... but still, when living in a world of super heroes, flying men in iron suits and even Norse Gods, anything seemed possible. But he couldn't believe how, and just why this was happening to his son. Why Charlie?

"What's going to happen to him?" Richard asked, dreading the answer.

"W-well, if you're talking about how the formula's going to affect him, I just said I don't know" Nels said weakly, Richard shook his head "Well then, if you mean what will happen if anyone finds out... well, you don't want that to happen. As well as SHIELD wanting to study him, I'm quite sure Mr Agate will jump at the chance to abduct Charlie and use him as a guinea pig to test the serum's potential, and quite possibly... make him into a weapon-"

"If he tries using my son as a weapon I'll punch his lights out!" Richard growled, Nels fell back against the wall of the closet.

"Inadvisable Richard, you don't want to get on mr Agate's bad side. Far too many people have made that mistake, and I'd hate to see you killed" Nels said quickly, Richard clenched his fist and gritted his teeth, waiting until he had calmed down enough to continue.

"Ok, so we don't tell anyone. But what if this thing does start to affect him, what if he does turn into some kind of Hulk?" Richard asked desparately.

"I've stolen a sample of his blood from the hospital. I'm ashamed to say I haven't had a chance to start yet, but I am going to work on a cure for the formula as quickly as I can. This all happened because of a mistake on my part, and I promise you I'll try my hardest to set things right" Nels said, trying to sound as comforting as possible.

Richard took several deep breaths. He still couldn't believe a word of what he was hearing, he was starting to wish he'd never signed Charlie's stupid permission slip in the first place. Nels was looking fearful that Richard would start yelling at him and blaming him for Charlie's dire situation, but he couldn't do that. The whole thing was a complete accident, he couldn't blame Nels for doing his job and making one mistake. But still, he had better live up to that promise. Richard shuddered to think what his son might be like if he mutated into an inhuman monster, what would he do?

Before the men's conversation could continue any further, the door to the broom closet opened. The old janitor placed an empty bucket down on the floor and reached for a broom, when he noticed the duo he stared in confusion.

"Excuse me, but what are you doing in my apartment?" The janitor asked indignantly.

"Apartment?" Richard asked incredulously.

"I beg your pardon but... this is a broom closet" Nels said, gesturing to the broom hanging above him head.

"What's your point?" The janitor asked. Richard and Nels exchanged odd looks before departing from the closet, the janitor muttering inaudibly about them.

His mind filled with questions and worries, Richard led Nels back to the ward where his son was being kept. He prepared to open the door, but stopped himself, looking through the small window into the ward. Charlotte appeared to be making a fuss over their son, as he predicted, and from what Richard could hear Charlie's friends were telling him just how many people had visited. He was certain he heard Charlie mumble joyously "I didn't know people cared"

"Maybe we shouldn't tell him yet. If I know my son he'll freak out if we tell him, and he just woke up. I don't want him to have a panic attack" Richard said seriously. Nels did not argue, in fact, he nodded approvingly to this suggestion.

"I quite agree. We should tell him eventually, but we should wait until I've done more work on a cure. If he experiences high levels of stress, I fear it may speed up any mutations he's experiencing. It's best he doesn't know yet" Nels replied. Both in agreement, the former roommates pushed open the doors and rejoined the crowd around Charlie Brown's hospital bed.

* * *

Though the doctors had declared Charlie Brown to be perfectly fit and healthy on the same day he woke up, they had still insisted that he stay a few more days, both for rest and so they could do a few more tests to make sure he wouldn't collapse again. On Tuesday night Charlie Brown was finally allowed to be taken home, he enjoyed a good dinner with his family, got back into his routine of feeding Snoopy his supper and got all his stuff ready for school, his backpack having been recovered by Peppermint Patty.

Charlie Brown was very grateful to be home, he hated the hospital. It was just so boring. All he could do was lie around all day in his bed, his family and friends were only allowed to visit for two and a half hours at the most and the tv in his ward only showed the news channel. And as crazy as it may sound, his agonizing stay in the hospital made Charlie Brown quite eager to get back to school tomorrow.

When Wednesday morning came by Charlie Brown woke up early, making sure he was the one giving Sally a wake up call this time and preparing Snoopy's breakfast himself. He had a hearty discussion with his parents before setting off for school. Though he couldn't help but feel his father was keeping something from him...

Charlie Brown had no trouble getting on the school bus this morning, he supposed the bus driver was taking pity on him since he had just got out of the hospital. It wouldn't last, but Charlie Brown was glad to have one morning where he didn't have to run half a mile before school. He was also glad to find that no one on the bus tried tripping him up or insulting him, even Violet and Patty were silent. Of course, none of them payed any attention to him whatsoever, but it was still an improvement.

"So, Chuck. How you feeling this morning?" Asked Peppermint Patty from the seat behind Charlie Brown's.

Charlie Brown took a while to answer that. Truth be told, he had never felt better. For reasons he couldn't explain he felt full of energy, so much so he thought he could have easily run to school without breaking a sweat. His eyesight, hearing and indeed all of his senses felt infinitely sharper than they normally did. And when he came down the stairs, he ran down and actually started running along the wall for a brief moment. Such an act of athletic brilliance Charlie Brown had never preformed.

"I feel great" Charlie Brown replied, and his friends were taken aback by how happy and confident he looked. It was a shock to see Charlie Brown look so positive, but they all agreed it was a nice change from his near-constant depressed look.

Charlie Brown hopped off the bus and gratefully entered through the front doors of Mid Town High. While there were a few people muttering negative comments, most students didn't seem up to teasing a guy who had been in the hospital for nearly a week.

Charlie Brown split apart from his friends and younger sister to pick up a text book from his locker, running into Franklin once he got there.

"Hello Charlie Brown, feeling better today?" Asked Franklin, shutting the door to his own locker.

"Much better" Charlie Brown replied. He was just turning the nob to his locker to insert his combination when he was overcome by the strangest sensation of his life. It felt like time was slowing down around him, and there was a loud ringing in his head. The ringing sounded like a warning, like something was coming in from behind Charlie Brown to harm him. Reacting on instincts he didn't even know he had, Charlie Brown twirled around and caught a football that was a split second away from hitting his head.

"Whoa, Charlie, nice catch man!" Came the voice of Randy Robertson, Franklin's muscular older brother. Randy had been born about nine and a half months before Franklin, and due to very convenient dates of birth they had ended up starting school at the same time. While Franklin preferred a place on the baseball team, Randy was a star on the high school's football team. Hardly anyone could tackle the muscular teen to the ground. But unlike many jocks, who were sterotypically classed as bullies, Randy was very decent to people. While he didn't specifically call Charlie Brown a friend, he was still nice to him, and had even stood up for him around real bullies on occasion. Perhaps it was because Charlie Brown was friends with his little brother.

"Hey bro. Why'd you throw a football at Charlie Brown's head?" Franklin questioned, still staring in shock at the football in Charlie Brown's hands. How did he catch that?

"Didn't mean to, I was passing to Hobie and he missed" Randy replied, gesturing to fellow football player Hobie Brown. No, he and Charlie Brown aren't related, it's just a coincidence.

"Glad to have you back pal" Randy said, ruffling Charlie Brown's translucent hair. Charlie Brown didn't respond, he was still in shock over his own spectacular catch "Say, Charlie, you think we could have that ball back? We've got a big game coming up, and Patty won't be happy if we lose the school's only ball"

Charlie Brown handed the football back to Randy, after a quick thank you the two jocks sprinted down the hall, throwing the ball to each other every five seconds and nearly hitting a few other people.

"OK... have you been holding out on us all these years Charlie Brown, or was that just luck?" Franklin asked uncertainly.

"Just... just luck, I guess" Charlie Brown mumbled in response. He thought he should have mentioned the ringing in his head, or how everything around him felt like it was moving slower than was normal. But then the morning bell rang, and both teens were forced to make their way to class.

Charlie Brown's first lesson on Wednesdays was science with professor Warren. Charlie Brown was met with a hug the moment he stepped through the door, courtesy of the cooky janitor Louis Mcduff, who declared it was wonderful to have Charlie Brown back because it was so boring without him. Nearly everyone laughed.

Still feeling embarrased over the unwanted man hug, Charlie Brown took his usual seat next to Linus. Bravely, Charlie Brown turned around and asked Violet if she and Patty had really sent him that get well card. Noticing her fellow students were all watching curiously, and Lucy suspisciously, Violet screamed "HA, I wouldn't waste a card on you if you were the world's sickest cancer patient!"

The rest of the class looked away, content to find that the balance of the universe had not been upset. Patty mouthed a quick "Sorry" to Charlie Brown while Violet tried her best to look unconcerned for him.

"Right" Aaron Warren called after Louis was done mopping the floor and left "Good to see you're all in attendance today-a very rare occurance-now before we begin, I would like you all to hand in your essays about Agate Industries"

"AAUUGH!" Charlie Brown cried, banging his head against his desk. The class burst out in laughter, while professor Warren threw Charlie Brown a sympathetic look.

"Don't fret mr Brown, I can't expect you to write an essay unconscious, so you can just hand it in to me next week. But no later than that" Professor Warren said fairly. Charlie Brown heaved a huge sigh of relief.

Charlie Brown only half listened to professor Warren's boring and long lecture today (Though that was still more than most people), rather he was more interested in pondering over his amazing catch. He had never done such a thing before, though he was a pitcher on his childhood baseball team he had played catcher on at least one occasion, and failed to catch a single ball that hadn't otherwise been hit by the batter. And what was that ringing in his head? Clearly it had been a warning, but where did it come from?

Charlie Brown continued to wonder about that catch until lunch hour rolled by, and he was finally able to push it to the back of his mind as he sat down with his friends, eating peanut butter sandwiches.

"God, was that science lesson boring" Peppermint Patty groaned.

"Exodus 20: 1-17 "Thou shalt not take the name of the LORD thy God in vain; for the LORD will not hold him guiltless that taketh his name in vain"" Linus quoted.

"Linus, do you know every passage from the bible?" Peppermint Patty asked incredulously.

"Old and New Testament, and all of the Ten Commandments" Linus replied proudly. Peppermint Patty rolled her eyes.

Charlie Brown smiled at his friend's bible quoting and had to suppress a chuckle when Sally popped up next to him and started staring dreamily into his eyes. "Good grief" Linus muttered.

"He has the nicest sense of humor" Sally sighed.

Charlie Brown was just finishing his sandwich when Marcie arrived, only having just now been served her lunch. The ringing in Charlie Brown's head returned in full force, he snapped his head back and forth, trying to determine the source of danger. Then he saw the puddle of grape juice at Marcie's feet. Once more reacting on instinct, Charlie Brown bound forward and caught Marcie just as she was falling over.

Charlie Brown's face turned red, not being used to any physical contact with girls unless it was Sally giving him a hug. He was surprised by how light she felt. He felt Marcie's empty tray fall into his outstretched hand, and looked up to see her plates and other items falling. With accuracy like Charlie Brown had never shown, Charlie Brown caught each of the items on the tray. It wasn't as difficult as it should have been, it was like everything was falling in slow motion.

"Wow, nice reflexes" Complimented Marcie. Linus and the girls were now staring with their mouths agape at Charlie Brown.

Charlie Brown let go of Marcie and handed her tray back to her, still feeling embarassed over the close contact, but even more dumbstruck by how he had caught her tray and her food. He had already managed to make an impossible catch with that football, but this was completely unbelievable. Charlie Brown's friends kept talking to him about nothing but his perfect co-ordination in catching Marcie, but Charlie Brown couldn't tell them how he'd done it.

While finishing his second peanut butter sandwich and preparing to start on his mystery meat, Charlie Brown caught sight of the only thing that could take his mind off the absurdities: Peggy Jean, looking as beautiful as ever. Thibault had just approached her and appeared to be chatting her up. Charlie Brown felt his stomach lurch, while any sane girl would turn him down, no girl would turn down someone like Thibault. Not that he was attractive or interesting or anything, but he was on the baseball team. And girls never turned down guys who played sports and were good at it.

"So what do you say babe, Friday night, you and me" Thibault said loudly and confidently.

"No thanks" Peggy Jean said simply. Thibault face faulted.

"What do you mean no thanks!" Thibault yelled in shock.

"I'm sorry Thibault but I'm just not interested" Peggy Jean said plainly "I think it's great for you that you're on the baseball team, but I've also heard about your bullying tendancies. I'm just not interested in dating a guy who takes pleasure in tormenting other people"

"But you can't say no to me! I'm a baseball player, I'm one of the toughest guys in school. You can't say no!" Thibault screamed.

"I'm sorry, but I can" Peggy Jean replied. Thibault stumbled off looking angry and defeated. Peggy Jean was about to sit down at a table full of girls when she noticed Charlie Brown. Charlie Brown blushed and looked away, but she was already approaching his table "Hello Brownie Charles"

"H-hi Peggy Jean" Charlie Brown gasped back, feeling nervous again. Though this time, it was largely because of the threat made by Joe Agate about staying away from the girl.

"I'm glad to see you're out of the hospital, I was really worried when I saw you faint" Peggy Jean said sincerely.

"Really?" Charlie Brown asked, failing to contain his excitement.

"Of course. I'm glad to see you're alright" Peggy Jean said sweetly.

While Charlie Brown was once more experiencing that wonderful feeling of walking on air, Peppermint Patty was staring annoyed at Peggy Jean, Marcie was trying to hide her feelings by turning her lettuce over with her fork, Linus was grinning proudly at his friend and Sally was whispering "Kiss her, you blockhead"

"By the way, I met your mother at the hospital, she was very nice by the way" Peggy Jean began "And she told me your name wasn't really Brownie Charles, it's Charlie Brown"

Charlie Brown gulped. He was sure now that she had come to accuse him of lying to her, and that she hated him for it. Oh, why couldn't he have just said his real name, why'd he have to be such a blockhead.

"I'm so sorry, I-I-"

"No, it's alright" Peggy Jean cut across "It's ok, I could see that you were nervous. But do you mind if I still call you Brownie Charles?"

Charlie Brown's cheeks turned rosy red and he nodded, at a loss for words. Peggy Jean smiled widely.

"Thank you. I can't stay long I'm afraid, I promised my new friends I'd eat lunch with them, people at this school are so friendly. But I hope we can catch up some more soon, okay? Have a nice day, Brownie Charles" Peggy Jean said sweetly before skipping to her friends table, Charlie Brown staring lovestruck after her.

"Why didn't you kiss her!" Sally asked furiously. Linus laughed heartily, while Peppermint Patty's laugh was more sarcastic.

Charlie Brown continued to gaze at Peggy Jean for the next ten minutes, looking away swiftly whenever she turned her head anywhere near his direction. It must have looked creepy to anyone who saw him, Charlie Brown thought. It was only when Linus insisted he finish his lunch did Charlie Brown stop staring lovey-dovey at the girl.

And that's when the next strange occurance took place. Realizing his fork had somehow wound up on the other side of the table, Charlie Brown reached out to grab it: and something long, white and sticky shot out of his arm and attatched itself to an abandoned tray on the next table over.

Charlie Brown was shocked speechless, but his friends, busy with their own lunches, had failed to notice the strange substance that shot out of him. In a panic, Charlie Brown ended up pulling his arm back. Big mistake, as the tray the white substance had attatched to went flying over his head and landed on the back of Thibault's head.

"What just happened?" Marcie asked, she and the others jumping slightly over having a tray of food fly over their heads.

Charlie Brown still had his arm in the air. His heart racing, Charlie Brown pulled it down and saw the substance was coming from a hole just under his hand. He hastily snapped the white line and, without one word to his curious friends, ran out of the cafateria.

Thibault was wiping the messy foodstuff out of his hair and off his back, his lunchmates Joe Agate and Charlotte Braun laughing their heads off, along with everyone else that saw him. A look of cold fury on his face, Thibault turned in the direction from where the tray had hit him. Seeing Charlie Brown hurrying out the door, Thibault growled and marched after him.

Charlie Brown collapsed against his locker, completely in shock over what had just happened. Nervously he looked at the hole under his wrist, from which a bit of the white material was still hanging out. Feeling like he'd rather not know, but that he had to, Charlie Brown pulled the white stuff out, wondering where the swear word the hole had come from. Charlie Brown examined the white material closely. If he had to guess, it looked like... like spider web...

Ring, Ring, double Ring!

Charlie Brown leaped to the side just in time to avoid Thibault's fist hitting his head, instead it dented his locker.

"So!" Thibault growled, glaring up at Charlie Brown "Think you're pretty funny, huh Brown! Throwing your tray at me like that, making a fool out of me in front of the whole school!"

"T-Thibault I'm sorry, I-I didn't mean-" Charlie Brown stammered.

"Shut it Brown!" Thibault spat, rolling up his sleeves while a crowd of students, including Violet and Patty gathered "I'm tired of you and your nonsense! Always thinking you're better than me, always wanting people to take pity on you. You're a loser Brown! And it's time someone put you in your place"

"Leave him alone you snake!" Yelled Peppermint Patty, arriving on the scene with Charlie Brown's other friends, much to his relief.

"Stay out of this, she-male! This time you're not stopping me from beating the snot out of your stupid friend!" Thibault yelled dangerously.

"What did you call me!" Peppermint Patty screamed furiously, most of the crowd laughed, especially Violet and the other Patty. Peppermint Patty was ready to pounce on and pummel Thibault when Joe Agate arrived, summoning two body guards to stand in her way. The perks of being rich.

"Now now Patty, let's not be hasty" Joe Agate began serenly "We wouldn't want to disappoint all these spectators. They're expecting a fight and it's only fair they should get one"

"Yeah, let baldy have it!" Yelled a sophomore dressed in all green.

"Punch his lights out!" Yelled a brunette cheerleader.

"SOCK IT TO 'IM!" Screamed Charlotte Braun in a voice so loud it rattled the whole school. The students took a moment to regain their composure before cheering again and chanting "Fight, fight, fight!"

Feeling like he was going to have a panic attack Charlie Brown tried to sneak away, only for Thibault to block his escape each time.

"Nice try Brown, but you've had it" Thibault said viciously.

"Come on Thibault, leave him alone!" Linus called, unable to get past the crowd.

"He only just got out of the hospital!" Marcie yelled accusingly.

"And now I'm gonna send him back there" Thibault said evily. A few decent students groaned in disgust, but most of the crowd were too caught up in the moment to worry about Charlie Brown's safety.

"Chuck, you'd better knock that creeps light out, I'm telling you!" Peppermint Patty screamed while trying to push her way past Joe Agate's body guards, who were trying their best to restrain her while being unwilling to hit a girl.

Unable to find his voice due to how frightened he was, Charlie Brown lowered his head and accepted his fate. As Thibault rose his fist for an attack and Sally and Marcie looked away, the ringing in Charlie Brown's head returned. Recognising the warning and deciding he didn't want to get hurt, Charlie Brown ducked just in time to avoid the punch. The crowd gasped, Thibault stared in confusion at Charlie Brown, who shrugged. Feeling angry he had missed, Thibault aimed a second punch at Charlie Brown's stomach. As soon as the ringing started Charlie Brown barrel rolled to the right and shot back onto his feet straight away.

Now feeling enraged, Thibault charged at Charlie Brown and fired punch after punch at him. Charlie Brown ducked, turned, moved from side to side and at one point even jumped right over Thibault to avoid his attacks. Thibault continued attacking relentlessly until he was forced to stop for a moment to breath.

"How the he## did you get so fast?" Thibault gasped, this time Charlie Brown's shrug was a playful one. As much as he was against fighting people, it was actually fun seeing Thibault fail to hit him. He had never been superior at anything, yet here he was dodging Thibault to the point it made him exhausted. It felt good.

Thibault caught his breath and resumed his assault on Charlie Brown, who continued to dodge him with ease. The crowds continued to cheer, but now rather than cheer for Thibault to kick Charlie Brown's butt, they were cheering for the speedy outcast, clapping every time there was a close call. Eventually getting tired of punching the air Thibault took a few steps back and charged at Charlie Brown, who jumped over him once more and allowed him to headbutt a locker.

"This is an embarrasment to bullying" Joe Agate groaned, covering his eyes with his cap. Charlotte Braun was still screaming louder than an erupting volcano for Thibault to slug Charlie Brown, but was quickly losing confidence in him.

"And here I was looking forward to seeing the blockhead get beat up" Violet said drily as Charlie Brown avoided what would have otherwise been a well aimed kick from Thibault "How disappointing"

"Who knew Charlie Brown was so good at dodging" Patty said thoughtfully.

Eventually it became apparent that Thibault was not going to get tired, and he kept shouting that he wasn't leaving until Charlie Brown was beaten to a pulp, so regrettfully, Charlie Brown stood still and decided to get it over with.

"Giving up, eh? Don't think that means I'll go easy on you Brown, prepare to be slugged!" Thibault screamed. Linus, Marcie and Sally yelled for Charlie Brown to get out of the way of the next punch and Peppermint Patty demanded he fight back, but Charlie Brown ignored them, and the ringing in his head, and allowed Thibault to punch him.

But it didn't hurt. Thibault punched Charlie Brown straight in the face, but it barely hurt him at all. It might have stung a little, but no, he was hardly bothered by it.

"Wasn't that painful?" Thibault asked, disappoited by the lack of reaction. Charlie Brown merely shook his head, causing much whispering among the crowd. Looking furious that he hadn't done physical harm to Charlie Brown, Thibault struck him with another punch.

"No, still nothing" Charlie Brown commented, everyone actually laughed slightly at this.

Throwing a childish fit, Thibault bombarded Charlie Brown with punches. Eventually they did start to hurt a bit, and got pretty annoying, so Charlie Brown held up his hand to block Thibault and grabbed his wrist to stop him from punching. To his surprise, Thibault screamed out in pain and tried desparately to pull his arm free, though refusing to beg for him to let go. Shocked by his own strength Charlie Brown released his grip and allowed Thibault to fall flat on his back.

Thibault shook off the impact to the ground and charged at Charlie Brown again. Deciding he'd finally had enough but not wanting to hit Thibault, Charlie Brown pushed the small boy away when he got too close for comfort. But he wasn't pushed back two feet, instead Thibault went flying down the hall so fast that when he did hit the round he continued to roll backwards until he passed through the doors of the girls locker room. High pitched screams echoed from the locker room, Thibault tried desparately to crawl his way out but the girls dragged him back in by the legs. Sounds of punching, broken glass and some really cartoony sound effects echoed from the room, and seconds later Thibault was ejected from the locker room looking really beat up.

There was an eeiry silence, the onlookers of the fight stared dumbstruck at Thibault at the other side of the hall and then to Charlie Brown, who still had his hands outstretched and looked more shocked than anyone at what he had just done.

"Wow... I knew Charlie Brown was a loser, but I never knew he was a freak too" Violet told Patty, not even bothering to keep her voice down.

A few students backed away from Charlie Brown nervously, fearing he might push them into the girls locker room aswell. Linus and Sally both had their jaws touching the floor while Marcie was cleaning her glasses, convinced she was just seeing things. Even Peppermint Patty was speechless, the bodyguards trying to restrain her ran away screaming like little girls.

Feeling horrified by what he'd just done and the accusing stares of the other students making him feel guilty, Charlie Brown found an opening in the crowd and ran off down the hall. He thought he heard his friends call out to him, but he didn't look back. He had to get away from there, he had to be on his own. Eventually Charlie Brown came across the door to Louis Mcduff's janitors closet, and knowing Louis wouldn't be there for most of the day decided to hide in there for a moment.

It wasn't much of a janitors closet, it was more of a laboratory than the science classroom. There were desks filled with strange machines and chemicals, a super computer in one corner, and the only part of the room that had cleaning supplies was an even smaller closet in the farthest corner. There was even a bed in the room, as Louis Mcduff lived at the school.

Charlie Brown took a seat by a desk covered with animatronic animals, including one that looked exactly like Snoopy. Charlie Brown tried to get his head around everything that had been happening to him, it was all just too much for his mind to bear. A ringing in his head, lightning reflexes, incredible strength, holes in his lower wrists that could shoot spider webs! What was happening to him. A freak, Violet had called him. Charlie Brown certainly felt like a freak. I mean, what was gonna happen to him next, he could stick to walls!

While Charlie Brown was thinking that last thought he absentmindedly threw his hand over the table and grabbed the robotic Snoopy. Charlie Brown released his grip on the small robot, but it didn't drop back onto the table, it just stayed stuck to his hand. Panicking once more, Charlie Brown grabbed the robot with his free hand and tried to pull it off. It worked, but now the robot was stuck to his other hand. stifling a good grief, Charlie Brown began shaking his hand around the air until the robot went flying off of it, crashing into Louis's cold fusion reactor.

Charlie Brown didn't want to know how that had just happened, but knew he would have to find out eventually to stop it happening again. After a quick look at his hands, Charlie Brown let out a yelp and fell off his stool. They were only visible if you looked clearly. Tiny, tiny spider legs growing out of his fingers and palm. Charlie Brown felt like vomiting, this was one surprise too many. As if shooting webs wasn't freaky enough.

"Charlie Brown?"

Charlie Brown trned to face the open doorway where Linus stood, staring at his best friend with utmost conern. Charlie Brown mumbled inaudibly and looked miserably at his feet. Linus stepped forward and helped his friend up, Charlie Brown was so shaky with worry that he couldn't stand properly and had to take a seat in the stool once more.

"We've all just been looking for you, are you alright?" Linus asked kindly.

"No Linus, I'm not alright. I'm a freak. I'm a freaky freak" Charlie Brown said miserably.

"No you're not Charlie Brown" Linus said firmly "Just because you could beat Thibault in a fight doesn't mean you're a-"

"It's not just that! Look-" Charlie Brown cried, extending his hand and attempting to shoot webs. At first, nothing. He shook his hand around a few times, still nothing. Charlie Brown tried twisting his wrist in different ways to make the webs come out, just as Linus was fearing for his friends's sanity Charlie Brown finally found the correct movement. This time the webbing came out all the way, forming a blob of spider webs on the wall.

Linus stared dumbstruck at the webbing on the wall, after a full five minutes of just standing still he screamed and fell against the desk.

"Ok, that is a little freaky" Linus said meekly, Charlie Brown banged his head against the desk.

"My life is ruined" Charlie Brown groaned. Linus stared sympathetically at the angsty teenager, desparately trying to think of something comforting to say.

"Well, um... it's not all bad Charlie Brown" Linus muttered cluelessly, Charlie Brown threw him a sarcastic look "I mean, sure, you can shoot webs and push guys thirty feet across a hallway-"

"And I can do this!" Charlie Brown snapped suddenly, running up to the nearest wall. With his super sticky hands Charlie Brown climbed up the wall and onto the ceiling, dropping down clean on his feet in front of Linus.

"You got to admit, that was pretty cool" Linus said with a smirk.

"Cool? How is any of this cool?" Charlie Brown asked desparately.

"Well, just look at it this way" Linus began, struck by sudden inspiration "Super strength and agility, scaling walls, the ability to shoot webs. You're like a super hero"

"Super hero?" Charlie Brown wondered. When he thought about it, these abilities of his did seem very much like super powers. But no, Linus was wrong. Charlie Brown wasn't a super hero, he knew he wasn't. He wasn't like Captain America and Iron Man, they never screwed up, they always saved the day, and they probably weren't too bad with the ladies either. Charlie Brown was nothing like them, so what if he had spider powers, he wasn't a hero. He was a freak, or at the very least a mutant. And people hated mutants, so they would hate him too if they found out about this.

"Why is this happening to me" Charlie Brown moaned, hiding his face in his hands. Linus patted his shoulder comfortingly and thought about a response.

"You said you were bitten by a spider at Agate Industries..." Linus began, and not knowing just how right he was he said "They make all sorts of stuff there. What if that spider was one of their experiments, what if that bite it gave you granted you these powers"

"Well in that case, I wish it had bitten somebody else" Charlie Brown replied, not at all enlightened by this thoery.

"Look Charlie Brown, don't view this as a problem. Think of it as your big break. I mean, did you see yourself back there fighting Thibault, I don't think he and Joe Agate will want to bother you again any time soon. And just imagine what this could do for your sports, if you tried out for the baseball team now you'd do great, Peppermint Patty will be begging you to join the team. And girls love star athletes, that Peggy Jean girl would be really impressed by all the things you can do" Linus explained, sure that last part if anything would cheer Charlie Brown up.

It almost worked. For a brief moment, Charlie Brown imagined himself hitting home runs and pitching no hitters, he could see the bullies running from him, and all the other outcasts cheering for him, the guy that kept them safe from jerks like Thibault. He could just imagine Peggy Jean looking at him with love in her eyes, he could see her running up to him, feel her give him a hug and a kiss... but then he thought, none of that could happen. If people knew he had these powers they would be afraid of him, they would want him around even less than they did now. Then SHIELD would probably haul him away and toss him in a cell to be used like a human guinea pig. And he was always screwing everything else up, what if he seriously injured himself with these powers, or worse, the people he loved.

"I don't know Linus" Charlie Brown sighed "I just don't know"

* * *

After many more failed attempts by Linus to cheer Charlie Brown up, the duo returned to class. Charlie Brown was less interested in his lessons than ever, still worried sick about his developing super powers. Apparently nobody had reported his scuffle with Thibault to the principal, or he refused to believe Charlie Brown would have fought and actually beaten Thibault, because Charlie Brown was able to leave the school without getting so much as a detention.

Charlie Brown was careful to make sure none of his friends could follow him out of the school, he couldn't talk to them just now. He just needed to be alone to think.

Why was this happening to him? Out of all the people in that room, why had the spider bit him. He didn't know what to do with super powers, and with his luck something was bound to go horribly wrong. He shouldn't have these powers, it should have happened to someone better, someone heroic, then these powers wouldn't go to waste. Was he doomed to be a freak of nature?

Charlie Brown wandered aimlessly around the streets of New York, apologising every time he absentmindedly bumped into someone and his mind full to the brink with insecurities over his present state.

"HELP!"

Charlie Brown jumped and turned to look into an alley. An old man was squirming on the floor, another man kicking him and trying to yank something out of his hands.

"Help! I'm being mugged!" The man on the floor yelled before the mugger delivered a hard kick to his face. The man fell back, releasing his grip. The mugger grinned at the wallet in his hands, his job completed he ran to leave the alleyway, but stopped just a foot away from Charlie Brown.

The mugger looked fearfully at Charlie Brown, who wasn't sure what he should do. Naturally his first thought was whether or not he should help the man on the floor and if he should stop this mugger from getting away. But what could he do, he couldn't fight this guy, he would be clobbered-no, he wouldn't. He had spider powers, didn't he? He could take this man easily. A quick glance downwards told Charlie Brown the mugger had a gun in his pocket, he was pretty sure his powers didn't include invulnerability, and he wasn't a fighter anyway. But he should try to stop him though, it was the right thing to do, right? But then again, he wasn't involved in this, and his father had said to avoid trouble when out in the city. Of course he also said-

Noticing Charlie Brown's hesitation the mugger grinned again and slipped past him, muttering a hasty "Thanks man" Before running off down the street. Feeling like an idiot for letting a mugger get away, Charlie Brown decided he should at least help the man who had been attacked.

"Why didn't you stop him?" The man asked weakly, as Charlie Brown helped him to his feet.

"I..." Charlie Brown couldn't think of a good response. Although he offered to call the old man an ambulance, the man shoved him aside, and despite having a limp he yelled at Charlie Brown that he was perfectly fine and hobbled off, by the looks of it he was trying to chase after the man who mugged him.

Feeling like a jerk for not helping the old man, and not at least using his stupid powers to do something helpful, Charlie Brown continued on his walk to nowhere.

After a half hour of walking, Charlie Brown arrived outside one of the few places he always felt welcome, his dad's barber shop. Feeling he could really go for some fatherly advice and noticing on his watch that it was about time his dad would close the shop, Charlie Brown walked through the foors into the shop. Richard Brown was counting money in the cash register when he saw his son walk in.

"Hello Charlie. Boy, this is a surprise, I can't remember the last time I got a visit from you at work. How've you been?" Richard asked, trying a little too hard to be nonchelant.

"Dad, can I talk to you for a minute about... about something that's bothering me?" Charlie Brown asked, unable to hide the note of desparation in his voice.

Richard twitched nervously. Could the Oz formula be taking it's affects, was Charlie mutating? He didn't look any different than usual, but what else could he be talking about but whatever changes the formula was causing in him.

"Alright" Richard sighed, gesturing to one of the stools his customers generally sat on.

"So what's wrong?" Richard asked kindly.

Charlie Brown gulped, thinking hard about how he was going to phrase his thoughts. It had been easy with Linus, but he wasn't sure he could speak the same with his father. How would he take this? Richard Brown was of course an understanding, comforting father. Perhaps he would have some useful advice to help Charlie Brown out. Or he would be terrified and disown his son. Ok, maybe that was an exaggeration. Right? Either way, Charlie Brown couldn't keep this a secret for long.

"I've been having... weird experiences lately" Charlie Brown said, cursing himself for the pathetic way he'd phrased it "When I first got out of bed this morning I felt great. I was full of energy and-and I just felt great. But then when I got to school-I was almost hit with a football, but I caught it!"

"That seems reasonable" Richard said.

"No it doesn't-at least, not for me. But that's not even the weird part, I didn't see the football, I just felt this strange ringing in my head. And then I just turned around and caught the ball" Charlie Brown explained, Richard frowned slightly.

"Ringing?" Richard whispered. Now that was not so reasonable.

"Yeah, and I kept feeling that same ringing every time I was in trouble. And my reflexes-Marcie tripped over in the cafateria, and I caught her, and all her food on her tray. And then-well... I know this is gonna sound impossible, but I haven't gone crazy. Well it is pretty crazy, but-well..."

Charlie Brown took a deep breath. Knowing his father wouldn't believe him if he just told him, Charlie Brown checked to make sure nobody was looking through the window, pointed his arm towards a mirror, twisted his wrist, and TWIP, out came the webs.

Richard stared open mouthed at the webs splattered across his mirror, his voice caught in his throat. He rubbed his eyes thoroughly and checked again, the webs were still there. He repeated this process five times before deciding the webs were real.

"Where the he... heck, did those come from?" Richard croaked. Charlie extended his hands for his father to examine. Holes, holes in Charlie Brown's wrists that shot webs. The spider DNA was sure taking it's effect if Charlie's body was producing webs, but Richard wondered why of all places they shot out from under his hands? Then on second thought, he decided this was preferable to having them exit out of... some other places.

"What else can you do?" Richard asked, scared of the answer.

"Well, Thibault tried to beat me up earlier, but I dodged most of his hits. And when he did punch me, it hardly hurt at all, and eventually I ended up pushing him all the way down a hallway-I didn't mean it, I didn't want to fight, I wanted to get out of there! But I must have pushed him twenty feet. And I can stick to walls too, don't even ask me how" Charlie Brown replied, thinking he'd covered just about everything that had been happening to him.

Richard leaned back so far on his stool he almost fell off of it. Ringing in his head, webs, increased reflexes, super strength, sticking to walls! Well, this wasn't so bad. It was weird, it was crazy, it defied logic, but it still beat Charlie becoming the Hulk. Richard took a good long look at his son, apart from the holes in his lower wrist-those web shooter thingies, there weren't any obvious mutations. Actually, Charlie Brown did seem a bit more well built, but nothing was drastically different about him. Richard supposed this was the best they could have hoped for. Sure he had spider powers, but at least he hadn't transformed into some giant man spider.

"Dad..." Charlie Brown mumbled, Richard snapped out of his thinking state and saw the worried look on his son's face. It was the same look he always wore as a child when he thought he had done something to dissapoint him, when he thought Richard was ashamed to have him as a son. Richard always hated that look, because he could never be ashamed of his son.

"I'm not angry at you Charlie-I'm a little shocked, but not scared of you..." Richard began, knowing what he would have to do "I know why this is happening to you Charlie"

Charlie Brown fell off his stool in surprise. He knew. His father knew why he had suddenly developed spider powers. Was it that obvious?

"Was it the spider bite?" Charlie Brown asked, Richard nodded.

"I suppose you might have figured that out already. I found out the day you woke up, according to Nels the spider that bit you was given something called the Oz formula, an incomplete super soldier serum. And when it bit you, some of that formula was injected into your blood along with some of the spider's own DNA" Richard explained. His face fell, he felt terribly guilty "I'm sorry I kept this from you. We didn't know what the formula would do to you, I didn't want to worry you unless it made things worse"

Charlie Brown supposed he felt a little better knowing his father was only looking out for his well being. But still...

"What's going to happen to me now?" Charlie Brown asked desparately.

"Nels is developing a cure, it shouldn't be long until we've got this thing flushed out of your system and you can go back to being normal" Richard said comfortingly. But Charlie Brown still found more reason to worry.

"But what if he can't find a cure, what if I'm stuck like this for the rest of my life? And what if it gets worse?" Charlie Brown asked, breathing deeply now. Richard patted his shoulder in an effort to calm him.

"I don't think it will. After all this time I think your body would be done mutating. And frankly, this is the best we could hope for. You're still human, you're just a bit more athletic and... well, superhuman. You shouldn't worry about your powers, just exercise control over yourself and everything will be ok" Richard said confidently. Charlie Brown finally started to cheer up a bit, but he was still deeply worried.

"I don't know whether I can control them, I might hurt someone. And even if I can control them, what am I supposed to do with these powers anyway?" Charlie Brown wondered. Richard smiled.

"Like I always say" Richard said encouragingly "With great power comes great responsibility. While it hopefully won't be permanant, you have a real gift here Charlie. A dangerous gift maybe, but I know that you won't abuse it. You're probably one of the few people in your class who wouldn't use these abilities for selfish reasons. I'm not saying you should do anything rash, but perhaps these powers are a sign that you should stand up for yourself, learn to trust in your own abilities to really do some good in the world. That's something we all must learn to do. If there's any way in which you think you can put these powers to good use, then you should go for it"

Charlie Brown thought back to the old man being mugged, and felt a fresh wave of shame wash over him. He had the power to stop the mugger, It would have been the responsible thing to do to prevent him getting off scott free for attacking that man and stealing his wallet. His father was right, if he was fated to have these powers forever, it was only right he do something to help out.

But how could he, when he was just so wishy washy. Maybe he wasn't going to abuse these powers, but he knew he wasn't capable of using them for anything besides making a fool of himself. He wasn't a super hero, he couldn't go fighting crooks on the street. And really, what were powers like these good for besides that. It shouldn't have been him that got bitten, it should have been someone who could really do good for people, someone who wasn't a complete loser. If this was meant to be a life lesson, then he was bound to fail.

Seeing the misery in his son's face, Richard patted his shoulder one more time and said "Try not to worry about it. Who knows, you might be back to your old self by this time tomorrow, depending on how much time Nels has to make the cure. Just go about life like you normally do, no-one's saying you have to do anything with these powers. Just relax and be yourself"

"Ok dad" Charlie Brown nodded, feeling more capable of following that advice.

"Is there anything else you want to talk about?" Richard asked. Charlie Brown hesitated. Sure, there were a million things he'd like to talk about. But not now.

"No... I just need some time to think for myself" Charlie Brown sighed.

Richard nodded, he knew it would take some time for it all to sink in. Perhaps it was best he were left alone for a little while.

"I understand. I'll be at home when you need me, I'm always here to help you Charlie" Richard said softly. Charlie Brown smiled appreciatively, hugging his father to let him know just how much that meant to him.

* * *

It had turned dark in the time it took Charlie Brown to make it back to Pinetree Corners. After turning down his father's offer for a ride home Charlie Brown had wandered around the streets for a while longer before arriving at his usual hangout, an old brick wall in the park. He had spent the next few hours pondering his bizarre predicament.

He still couldn't believe he had spider powers. The whole idea of it still seemed pretty bizarre. But yet, here he was with holes in his wrists that could shoot webs, and tiny spider legs on his hands. Charlie Brown thought back to his fight with Thibault, he didn't want to hurt anyone, but he couldn't deny, now that the initial shock of his victory had died down, it felt sort of good to give that bully what he deserved. But should he have been thinking like that. His father had told him to use these powers responsibly, and it didn't sound very responsible that he enjoyed giving Thibault his commuppance.

Then he thought about what his father had said, about this Oz formula the spider had injected him with. He was hardly a super soldier, though thankfully he wasn't a Hulk either. It seemed a shocking coincidence, how out of all the people in that room, he had been bitten by the escaped spider. He wondered where it was now, whether Nels Van Adder had reclaimed it or if it had been killed when Charlie Brown flicked it off. And what about Nels. Now Charlie Brown knew why he had visited him in the hospital, because the spiders were his experiment and he felt guilty about Charlie Brown being bitten by one of them. He really hoped Nels could develop a cure, he would be eternally grateful if he did.

Charlie Brown wondered how he was supposed to go about normal life with his powers acting up all the time. He supposed he could teach himself to avoid shooting webs at random, but he still wasn't sure he could control his strength. And should he have tried to stop that mugger, should he have used his powers to stop people like that? Charlie Brown wasn't a violent man, he hated conflict. Eventually he decided that maybe he should just forget about the whole incident in the alley, leave it to the police. He didn't want to risk causing any more harm, so perhaps it was best he kept his super human abilities in check. Yeah, just try to be normal. Even though he wasn't.

Charlie Brown gazed at the moon as he walked, wondering how he had failed to notice the passage of time. His parents were probably worried sick about him being out this late in one of the most crime ridden cities in America. Feeling guilty over this, Charlie Brown sped up. When he was turning the corner into his street he heard a commotion up ahead, and saw a number of flashing lites. Curiosity turned to horror when he got closer and saw that there was a squad of police cars and an ambulance parked outside a house. His house!

"Oh no. Oh no, no, no!" Charlie Brown exclaimed, sprinting towards the house, leaping over a barrier around the front lawn set up by the police. He could see his mother standing by the door, crying her heart out while a police woman tried her best to comfort her. Charlie Brown's heart sank at the sight of his mother's grief. What could have happened.

"Big brother?"

Charlie Brown saw Sally approach him. His heart sank even lower when he saw the look on her face. Tears splattered her face and she looked more miserable than Charlie Brown at his worst. She was shaking from head to toe, it was a miracle she was able to stand straight. And her eyes... any youthful joy and childish wonder that was usually present in them had been exstinguished, replaced by agony and despair.

"Sally, what's wrong?" Charlie Brown asked, concerned and frightened. Sally couldn't talk, all she could do was wail and latch onto him for dear life. Chalie Brown returned the hug, trying his hardest to make it a comforting one. He had never seen his sister like this, he couldn't bear seeing her this way.

"Sally, what's wrong?" Charlie Brown repeated, but it was no use, Sally couldn't communicate with anything more than sobs and moans.

Charlie Brown continued to cradle his weeping sister. He didn't have a clue what was going on, and it was terrifying. What could have happened that had drawn in a squad of police officers and an ambulence... "Oh God, please tell me... not that"

Exiting from the doorway were a trio of police officers led by captain George Stacy. After issuing commands to the other officers, George Stacy turned to find Charlie Brown hugging his sister. With a pained look on his face, captain Stacy approached the siblings. Their mother was in no state to tell him, he had to let the boy know just what on earth was happening.

"Charlie Brown, I'm Captain George Stacy" George introduced himself.

"What's going on here!" Charlie Brown screamed, too stressed to speak politely. George didn't mind, he was used to this sort of reaction. Far too used to it.

"We've been trying to contact you for two hours now, but you left your cell phone in the living room. This..." Captain Stacy trailed off, giving Charlie Brown a sympathetic look "This isn't easy to explain, but I'll be blunt. There's no way of sugar coating it. Two and a half hours ago there was a break in. A masked gunman broke into the house, thought he might do a bit of looting most likely. He met your mother in the kitchen, seems he wasn't expecting her to put up much of a fight, but she gave him a good round of punching. But then... then your father heard the scuffle from upstairs. He rushed into the kitchen, apparently the burglar was just about to fire at your mother when he..."

George Stacy hesitated for a moment, Charlie Brown's eyes widened in horror. He shook his head, pleading the captain to tell him it wasn't as he thought "I'm sorry son. Your father jumped in the way of the bullet. The burglar ran out the door straight afterwards, your mother called the ambulance and then she called me directly. We got here as fast as we could, but there was no sign of the burglar. As for your father... if the ambulence had just got here a minute sooner... but there was nothing we could do then. I'm sorry son, your father is dead"

It was as though Charlie Brown's heart was frozen in ice. He continued shaking his head, willing captain Stacy to tell him it wasn't true. But it was. Sally cried ever more into his shoulder, and it wasn't long before Charlie's own tear ducts burst, and a flood of tears streamed down his own face. He couldn't believe it, he didn't want to believe it. But the look in the captain's eyes-that tragically honest look. It just couldn't be happening, his father couldn't be dead. He had just talked to him a few hours ago, he had said he'd meet Charlie at home. He had said he'd always be there for him. But now he couldn't be. Now Charlie Brown would never see his father again, now one of the most precious, supportive people in his life was gone forever.

George Stacy watched the Brown siblings crying into each other with a feeling of deepest sorrow. He had joined the police force to prevent just this sort of thing from happening, he wanted to keep his fellow citizens safe, to protect them from people like that masked gunman. He had more than willingly taken up the position of police captain in the hopes that he could really make a difference in the world. But in moments like this, he wondered what good he really was. No matter how hard they all tried, the police couldn't put a stop to crime. People were being robbed, injured and even killed all the time, and often at times all he could do was stand by and watch families like the Brown's suffer. It ate away at his soul. He had a daughter, and he had had a wife. But she had been taken away from him by the same sort of scum that gunned down Richard Brown. Oh, he knew how Charlie and Sally Brown felt, and it only fueled his ambition to catch the burglar and bring him and all of his kind to justice.

"I'm so sorry, mr Brown" George said, honestly remorseful "If there was anything we could-"

"How could you let this happen!" Charlie Brown snapped. He didn't know what had come over him, but in his grief, born from the agony over coming home to hear his father had been mercilessly killed, a feeling of anger had risen up within him. And while most of that anger was motivated by hatred for the man that had commited the crime, much of it was directed to the police force. The people who were supposed to stop stuff like this from happening, but hadn't.

"I'm sorry, but there's nothing we could have done" George replied, taken aback by the young man's sudden outburst. As was Sally, who in her surprise had released her brother from her hug to stand back in shock. "If we had been here at the time we would have tried to stop the thug, but we were investigating a bank robbery on the other side of Queens, we couldn't-"

"At least one of you could have stuck around to catch the man that killed him!" Charlie Brown yelled accusingly.

"I know, someone should have been here, I agree. But don't worry, we've got cops searching for the crook right now, we're going to catch him and-"

"Like that'll happen!" Charlie Brown screamed. He knew for a fact the city's cops couldn't catch a cold, a man had broken into his house and killed his father, and he was going to get away scott free!

Panting from the stress of the moment, Charlie Brown shoved the captain aside as he tried to comfort him and marched towards the front door. Sally tried to follow him but George Stacy held her back, shaking his head. The boy just needed some time to cool down, this was the sort of incident that pushed people to their limits, and it would take time for him to accept it.

Charlie Brown took a look at the ambulance. He could see two paramedics lifting a stretcher covered by a black cloth into the vehicle. No need to tell Charlie Brown what was under that cloth. He looked away hastily, he couldn't bear to look, he couldn't even think about it without shedding more tears. He saw his mother talking to the same police woman from earlier, no doubt describing the traumatic event and the murderer in greater detail. Much of Charlie Brown's anger vanished, he thought he should go over and say something comforting to her. But he couldn't, because he knew that whatever he said would just make her feel worse. And she looked as heart broken as Sally, if not more so, he couldn't do that to her.

Ignoring the protests of several police officers saying it was a crime scene, Charlie Brown stormed into the house and up the staircase. As he passed through the living room he saw a policeman kneeling down by the armchair, attempting to kindly persuade Snoopy to come out from under it. Even the beagle was crying over the loss of the family patriarch.

Charlie Brown marched into his bedroom and slammed the door behind him. For a time he just stood there, shaking and breathing heavily. Then the grief overcame him and he collapsed on his bed, crying into his pillow.

It just couldn't be real, his father couldn't be dead. This was a dream, it had to be just a bad dream. In this belief Charlie Brown punched himself several times in the face, trying to force himself awake and end the nightmare. He tried to pretend he didn't really feel the pain, hardly a shadow of the heartache he was enduring. But no matter how much he denied it, there was no escaping the fact he would never see his father again. He would never hear his kind voice, never again be treated to his comfort. A part of Charlie Brown was dying inside, why did it have to be his father? Why couldn't it have been him? It should have been him, not half as many people would miss Charlie Brown as they did Richard Brown. If he, Charlie Brown, had just had the sense to accept that ride home, if he hadn't wasted so much time moping, he could have been there to stop all this, his father could have lived while the world would have one less blockhead to worry about.

Why did his father have to die? Just so some fiendish scoundrel could make a few bucks! Once more grief led to frustration, to deepest loathing of the man who had taken his father away. He was out there, right at this moment he was running free in the city, probably ruining more people's lives. Charlie Brown had never thought badly of the police before, but considering how incidents like this always seemed to be happening according to the news, he just knew they would fail to catch the murderer. He would not be brought to justice, he would probably go on to gloat about how he had stolen the life of an innocent man. It made Charlie Brown so angry he rolled over in his bed and smashed his fist against his bedside cabinet.

He had completely forgotten about his powers, the shock and horror of losing his father had driven all else from his mind. So it made him jump when the cabinet cracked and split in two.

Charlie Brown stared at his hand, at the tiny spider legs protruding from his fingers. Not quite sure what he was doing, Charlie Brown shot out of bed and made to search through his closet. He searched and searched, anything that concealed his face would do. Eventually he pulled out a ski mask and a trench coat and slipped them on. Normally Charlie Brown would have wondered why on Earth would he own a ski mask, but now was not the time to ask such questions.

He waited until the police and the ambulance were long gone from his front lawn, then after making sure his bedroom door was locked Charlie opened the window and, still not knowing what the heck he was doing, he stood back and leaped out the window, using his powers to stick to the wall of his neighbours house and climb to their roof.

It was only after he had leaped seven rooftops that Charlie Brown finally stopped to think about what he was doing. He couldn't seriously have been thinking about going after the burglar, could he? He wasn't a cop, it wasn't his job to go after him... but he wanted to. If the cops couldn't catch the murderer, maybe Charlie Brown could. He had spider powers didn't he, Linus himself said he was like a super hero. And he wanted to see that monster brought to justice-he wanted to be the one to capture him, make him pay for killing Richard Brown. As foreign a concept as it was to him, Charlie Brown wanted revenge.

Charlie Brown quickly grew irritated by the relatively slow pace of his building jumping, surely there must have been a faster way of getting about. Then he remembered, he could shoot webs.

Extending an arm to a nearby building, Charlie Brown shot a line of webbing to it's side and held onto it. Not giving it a second thought, Charlie Brown leaped from the building and swung from the web... and crashed into a building. He shot several more web lines and kept crashing into buildings. Thank goodness for super human endurance. Eventually however he did learn to minimise the crashes, and was soon swinging over the streets at amazing speeds.

After possibly a half hour of searching, Charlie Brown heard the sound of police sirens in the distance. Though still not sure they could have caught the criminal, Charlie Brown swung towards the sounds and found the police chasing an SUV. Sensing his big chance, Charlie Brown swung ahead and let go of the webbing, stomping hard onto the front of the car. The shock of this impact caused the driver to crash against a building, knocking over a fire hydrant in the process.

Charlie Brown leaped up onto the building before the crash. He watched the driver push his way out. He was wearing a mask! Charlie Brown wanted to leap down and apprehend him, but the police cars were coming to a halt nearby. Not wanting to face any trouble with the law Charlie Brown settled for climbing the building quickly and following the crook into an alleyway.

The masked thug ran deeper and deeper into the alley, eventually coming out at a clearing before an old warehouse. Sensing sanctuary, the thug took one last look over his shoulder to check the police hadn't caught up with him yet and ran into the warehouse. Charlie Brown watched him slip through the door, he decided to surprise the murderous snake by sneaking in through a window.

Charlie Brown hid in the shadows, observing his prey. The burglar had taken out his gun and was staring around cautiously. Charlie Brown was able to follow him to the top floor without detection by lurking in the shadows. He saw the crook stare out a window, the police seemed to be arriving in the clearing outside. It was now or never...

"Pretty obvious hiding place, isn't it? An abandoned warehouse. Do you want people to find you?" Charlie Brown asked loudly. The crook leaped ten feet into the air, he spun around and saw the masked Charlie Brown step out from the shadows. He readied his gun, But Charlie Brown caught it with a web line and yanked it from him. Now he held the gun in his hands, perhaps the gun that killed his father! With a feeling of disgust he took the gun in both hands and used his strength to snap it in two.

Though his face was hidden the crook was clearly terrified by Charlie Brown's acts. Relishing his terror, Charlie Brown marched forward. The crook backed away until he was against the window.

"Richard Brown" Charlie snarled, stopping just two feet away from the criminal "Of number 7 Pinetree Corners. Did you kill him?"

Shaking with fear, the crook nodded. Charlie Brown's anger flared and he grabbed the man by the throat, hoisting him up and smashing the window in the process. The police were pointing searchlights, trying to find the source of the noise. Charlie Brown just stood there, dangling the crook out the window. Only now did it occur to him that he didn't know what he should do with his father's murderer. Should he drop him, let him fall to his death? No... no, he couldn't do that. Perhaps the man deserved to die, die like the man he had brutally killed. But no, Charlie Brown didn't have it in him to do it.

"P-p-please, just don't-don't hurt me. I didn't mean-" The burglar gasped, his voice shaky. Charlie Brown frowned under his own mask. If anything, he wanted to know who this man was. He wanted to know what heartless creep would have the gaul to shoot his father dead. Suppressing the urge to punch the man for his attempted lie, Charlie Brown reached out his free hand and pulled the mask off the man's head.

Charlie Brown's heart stopped. It couldn't be... that face... it was the crook from that alley, the one he had allowed to get away because he was unwilling to use his powers. Charlie Brown held his heart, it was him. It was because he had let this man go, it was because of his own wishy washiness that his father had been killed! He could have prevented it, he could have stopped the wallet snatcher and his father would have lived. But he hadn't.

In his moment of shock and misery Charlie Brown lost his grip, causing the killer to fall. Temporarily distracted, Charlie Brown watched as the crook plummeted. At first he wanted to just let him fall, but then he realised, that wasn't right. His father would never approve of that. Knowing he could never leap down in time to catch him, Charlie Brown instead shot multiple web lines, forming a net of webs around the man and stopping him just before he hit the ground.

The police watching from outside were baffled, particularly captain George Stacy. A group of cops kicked open the door to the warehouse and one of the spotlights shone on the spot where Charlie Brown had just stood. But he was gone, and hardly anyone noticed the figure swinging over their heads.

After a very bumpy swing around the city, in which he crashed into no fewer than thirty buildings, Charlie Brown returned home, sneaking back in through his own window to avoid suspiscion.

Charlie Brown still couldn't believe he had been technically responsible for his fathers death. He tried to reason that it wasn't his fault, that most people would have hesitated in the presence of a criminal. But it didn't take away from the fact that he could have prevented his father's death. It was only because he was still in a state of shock over that discovery that he hadn't broken down crying again.

There was a knock on his door, his mother's soft voice was calling him from outside. Charlie Brown supposed she had been trying for a while to talk to him, but couldn't because of the lock. Feeling the shame and guilt rise inside him, Charlie Brown summoned all his strength to walk over to and open the door.

The eyes of mother and child met. For a while they just stood there, neither of them knowing quite what to say. Then Charlie Brown's eyes began to water, Charlotte opened her arms to him and they embraced. Charlotte strocked her son's light blond hair, whispering words of comfort as Charlie cried into her shoulder. He hugged her tighter, his way of saying how sorry he was for causing them all this grief.

* * *

The funeral for Richard Brown took place on October 31st. It was a short but sad affair for which many people attended. Family, friends, co-workers, the lot. All to say goodbye to the man whom they all felt honoured to know.

The ceremony took place outside the church, where Richard's coffin was to be buried. The bishop had recounted the life of Richard Brown, telling those in attendance that he had been a humble and happy man, and despite having it tragically cut short, he had still led a full life, and would be dearly missed. When the bishop was done speaking, many of those closest to the deceased stepped forward to say a few words of their own. His mother, his long time friends Simon Van Pelt and Nels Van Adder, and his wife Charlotte all gave speeches describing their experiences with the man who had brought much joy to each of their lives.

When all was said and done, the mourners watched as the coffin was lowered into the ground. Sally fought hard to suppress her tears this time, Charlotte placed a comforting hand on her shoulder. After the funeral they all gathered together in the bar owned by Pigpen's father, with Snoopy serving the drinks for some reason.

"I knew him since we was just little kids, always supportive and generous to others. I'm glad I knew him, he helped set me up with Sharon here. Without him none of our kids would exist" Mr Van Pelt told the group, drinking deeply from his glass of root beer. It was all Snoopy was serving them.

"He was indeed a noble man, always looking out for others over himself. He shouldn't have died this way. I wonder why it is all the good men in the world must day before it is their time" Nels said mournfully, his wife, only two months pregnant despite what Nels had told Charlie, wrapped her arms around him in comfort.

_"I never had as much to do with him as I did the rest of the family, but we were still close"_ Snoopy was telling Woodstock and all his other bird friends _"I mean, sure, there was that father's day when he made me chase that stupid ball and stick and whatnot, but we had our moments. He was the one that first bought me for the round headed kid-though I can't exactly call him a kid anymore. He even built the pool table in my doghouse"_

Snoopy raised his glass of root beer in honourable fashion _"May that pool table be forever a monument to his greatness"_

Woodstock and the other birds attempted to raise their own glasses of root beer in respect, but Snoopy had given them normal sized glasses and they were much too heavy. Eventually their attempts to lift the glasses caused them to upturn and nearly drown the birds in sugary drink. Snoopy rolled his eyes.

While the adults sat in one corner of the bar, discussing their friend and all trying hard not to break down and start blubbering like babies, Charlie Brown and Sally sat in the other corner being comforted by their friends.

"He was a good man Charles, it's sad he's gone. But he's with God now, so at least he'll be happy" Marcie said optomistically.

"Yeah, and he really cared about you. At least you still have your mom and sister around" Peppermint Patty supplied, patting Charlie Brown's shoulder comfortingly. Her situation was the opposite of his, she had lost her mother as a very young child and only knew her father. She sighed at this thought, and mentally added 'You're also very lucky you knew both your parents'

Charlie Brown mostly sat in silence in his chair. He was surprised how many of his friends had come to comfort him and Sally. As well as the friends he usually spent time with there was Lucy and Rerun, Schroeder, Franklin and Randy, Pigpen and Roy, 5 and his sisters, even those old friends he didn't see much any more like Shermy and Freida. And to his pleasant surprise even Patty had stopped by briefly to let him know she felt for his loss, as well as confirming that she and Violet had indeed sent him that get well card, and that the only reason Violet was not here now was because she thought no one would want her to be. Though he was still miserable over the loss of his father, Charlie Brown couldn't help but smile inwardly that all these people would come to comfort him in this depressing time. Heck, Linus had even given up the chance to sit in the pumpkin patch waiting for the Great Pumpkin to comfort his friend and pay respect to his father (Yeah, he still believes in that ol' pumpkin).

While Charlotte Brown was giving a heartfelt reccollection about how she and Richard had met and fell in love, Nels Van Adder looked up to gaze at Charlie Brown on the other side of the room. Excusing himself from the other mourners, Nels made to approach the boy. This was the first chance he had had to talk to the boy since he had gotten out of the hospital, there were certain things he had to discuss with him. Now more than ever, given the unfortunate circumstances.

"Excuse me, may I borrow Charlie for a moment?" Nels asked the group of teenagers politely "I'd like a private word with him"

Charlie Brown raised his head, meeting Nels in the eye. Having a good idea what this was about he got up, said "I'll be back in a moment" To his curious friends and followed Nels out the door. Linus, the only one aware of Charlie Brown's spider power situation, whispered if he should tag along, but ultimately Charlie told him to stay behind and comfort his sister.

"Your father was a great man, he loved you and your sister dearly" Nels began kindly after checking no one was walking by and watching them.

"Yeah, he was" Charlie Brown sighed. Nels fiddled with his fingers, feeling guilty.

"You know, the day he... well, you know. He called me and told me about the talk he had with you" Nels said, Charlie Brown nodded without looking up from the ground "He said he'd informed you about the Oz formula-I'm very sorry I didn't tell you sooner myself, it was my fault the spider escaped anyway, I'm sure of it. I should have told you, but-"

"It's ok" Charlie Brown said calmly "I understand, you didn't want to worry me incase it made things worse"

Nels sighed in relief, thankful the boy was so forgiving.

"Thank you, I am sorry. Richard told me about the effects the formula was having on you, very incredible, I couldn't believe what I was hearing" Nels said, clearly impressed. Then because he thought it would help, he added "He also told me he was very proud of you, and that he knew you would be responsible with these abilities while you possessed them"

Nels didn't know how much guilt that caused Charlie Brown to feel. Though he did sense Charlie was feeling incresingly upset, so he added "Don't worry though. As I promised I would do even before I informed Richard of your situation, I am working on a cure. And as luck would have it I think I'm almost done, you should be-"

"I don't want it" Charlie Brown said quickly. Nels looked taken aback.

"Excuse me?" Nels asked meekly.

"I don't want a cure for these powers" Charlie Brown said, in a voice more firm than anything he had ever spoke "I've done some thinking. Do you know why my father died? It was because a cruel man, a mugger that I saw earlier that day attacking an old man, shot him. I had a chance to stop the man that killed my father, but I didn't"

"I had the power" Charlie Brown said remorsefully, staring at his empty palms "I just wasn't willing to live up to the responsibility" Charlie Brown formed his hands into fists, a determined look on his face "But now I am. I don't want anything like that to happen again, I've given it a lot of thought and I want to use these powers to help people, to put a stop to crime. I know I can't change the world, but I can at least do what I can to make sure criminals like that burglar are put behind bars, where they belong. I have to try, otherwise my father will have died in vain. I need these powers Mr Adder, because now I know why I was granted them"

Nels stared at Charlie, his expression changing from one of worry and concern, to one of pride and understanding.

"Truly you are the son of Richard Brown. Though he may have worried for your safety, I'm sure he would have supported your decision completely" Nels said proudly, Charlie smiled appreciatively. Nels placed a thumb to his head, thinking deeply "And I'm going to help you"

Now it was Charlie Brown's turn to be taken aback "Excuse me?" He asked.

"I can't just let the son of one of my closest friends run around the city fighting criminals unaided, and I am largely responsible for why you have these powers, so it only seems right I should help you use them responsibly. I can't fight crooks, but I'm sure there's something I can do to help you-I'm a fair hand at technology" Nels explained, suddenly feeling very excited.

"But... but I... you don't need to..." Charlie Brown uttered unsurely.

"But I shall" Nels said firmly "You're a brave man for considering all this, but you're still fairly young. I'm not just offering this because I feel obligated, I want to help make this city a better place aswell. Though I feel a bit irresponsible letting you run around fighting dangerous criminals, I also think you can do great things with these powers, if given the chance. And the training, you'll need some practise I'm sure. I'll keep working on a cure in case your mutations worsen, but if you really want to be a crime fighter-and dare I say it, a super hero, I shall support you all the way. Consider it my final promise to your father"

Charlie Brown stared thoughtfully at the scientist, this wasn't what he had been intending. He knew the dangers of what he was getting into, and he still wasn't convinced he was the sort of person who should be fighting crime, he didn't want to get anyone else involved, risk their life as well as his. But then he thought... maybe Nels was right. He could probably use the help.

"You sure you want to help me? I'm not the best person to work with, I always screw things up" Charlie Brown said, Nels chuckled.

"Yes, your father told me about your self-esteem issues. But I'll help you anyway" Nels said kindly. Charlie Brown smiled appreciatively.

With their plan set in motion, Charlie Brown and Nels Van Adder rejoined the group inside the bar. Now they were all sat together around two large tables, each with a glass of root beer.

Nels raised his own glass high in the air and toasted "To Richard Monroe Brown"

And they all chanted "To Richard Brown!"

* * *

**Tiger lover 16: I don't like that ending very much, I just think it turned out badly. But I couldn't do much to improve it, so I hope you're willing to forgive me. Now a few things I wanted to cover. The organic webshooters, not my favourite concept, I much prefer the machanical webshooters, but I wanted the webbing power for use in this chapter and I think it would alter Charlie Brown's character too much to give him the creative mind to build the artificial webshooters, and I thought the organic webs thing would at to the "What the #### is going on?" Feeling Charlie Brown experiences when discovering his powers. And I know the lunchroom scene and the fight are a lot like the movie, but I loved that scene and it just seemed to work for this story. Also, Nels Van Adder helping Charlie Brown become a super hero. I know that seems like a drastic change from regular Spidey, but this allows me to provide Charlie Brown with such classic spidey equipment, like the spider tracers. Plus, he was going to know any way, I thought it seemed reasonable Nels would want to help out, and it gives Charlie Brown an ally inside Agate Industries, which will be responsible for several super villains. Linus will probably have a part in Charlie Brown's super heroics too. I might be a while with the next chapter, the next thing I'm going to work on is Philosopher's Stone, which I've been neglecting. Then I'll probably rotate between updates of the two stories for a while, so enjoy what I've already written, it'll have to do for a while. I want to say I'm very grateful to everyone who took the time to read this. Marisa Lee, Supersexyghotmew95, Dracarot, I especially want to thank you for reviewing this story and Philosophers Stone, you're some of the greatest reviews a fanfiction author could have. Thank you, I hope you enjoy the rest of the story, even if this chapters not very great. Well, that's all for now, have a good day. And please review.**


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